Arcee's Capture
by SteelarmWheelceeFan
Summary: Just a little something I thought of where Arcee gets captured by the cons. Meh.. (eventually SoundwavexArcee)
1. Chapter 1

Arcee was sitting next to Bumblebee while he was hooked up to Megatron through the Cortical Psychic Patch. She kept an eye on him as she waited for word to pull him out. She then heard the door open and saw Starscream, Knockout and Soundwave come through, "Knockout, if you would be so kind as to tell Soundwave your expert medical opinion, for the record"

"Simply put unaided Lord Megatron could be in this deathly slumber forever"

"Our master would not want to be seen this way, trapped in his own body. Is it not just?"

 _They're trying to kill off Megatron_ Arcee thinks to herself as Soundwave walks up and points to the monitor.

"Brain waves activity. Not evidence of consciousness but of an endless dream of which he may never wake from" Knockout informed.

"Soundwave, we must face reality, Megatron is lost to us" Starscream says as he tries to act saddened by the news.

"The most honorable option would be to show him mercy" Knockout adds as he too acts saddened by what their saying.

"A quick throw of the switch"

"Quick and painless"

"Ratchet, are you hearing this?" Arcee asks through the comm.

"If Megatron perishes Bumblebee's mind will be separated from his body, forever" Ratchet responds back.

"We'll lose both Bee and Optimus?" Jack asked feeling concerned for his friends.

Time goes on as Soundwave stands there pondering over it until Starscream speaks up again, "Soundwave, do I take your silence to mean that you concur with Knockout's medical expertise?"

Soundwave remains silent as he continues to ponder. Starscream looks at Knockout then back at Soundwave as he walks over to Megatron's body and gets ready to pull the plug, "Speak now or forever hold your peace" he tells him, but still he remains silent.

Arcee readies her gun and points it at Starscream ready to shoot him. She can't believe she's about to save the life of the war lord but she's willing to in order to save Bumblebee.

"Going, going" Starscream says as he looks at Soundwave waiting for his response. Soundwave then points to the Cortical Patch that was coming out from behind Megatron. Starscream goes to check behind the war lord and sees the cord coming from behind Megatron's head, he looks it over then goes to see where it was leading.

Arcee sees this and starts panicking a bit, "Scrap" she whispers as she turns around and looks at Bee, "You better hurry up Bee"

Starscream gets closer and Arcee is prepared to fight when she finally gets the call from Ratchet, "Arcee pull Bumblebee out of there now!" Arcee then carefully pulls off the cord from Bumblebee's head and starts shaking him to wake him up. Starscream gets to their position and kneels down to look and sees them and Arcee transformed her hand back into her blaster and got ready to blast him when she heard Bee finally waking up then a groundbridge opened up behind them.

Bumblebee goes on into the portal while Arcee points her gun at the cables hooked up to Megatron, "Allow me" she says before she fires a blast which hits the cables pulling them out of Megatron's chest. With a smirk Arcee then jumps backwards into the portal, but before she can get fully through two tentacles grab her by the legs and pulls her back in and she suddenly finds herself between Starscream, Soundwave and Knockout with Soundwave holding her legs with his tentacles.

She brings out her blades and slices at the tentacles making them release her legs. She the jumps up and manages to land a kick to the side of Soundwave's helm before she took a good swing at Starscream, hitting him right in the faceplate. She then heads for the groundbridge which is still open but she is again grabbed by Soundwave who picks her up then slams her onto the floor. She then feels a foot pressing down on her body, she looks and sees Soundwave hold her down with his foot while Starscream comes over and points a missile at her. She looks back at the groundbridge and watches helplessly as it closes, "Your now our prisoner, Arcee" Starscream tells her, "Well done Soundwave. Now take her to the prison chamber" he then said as he walked out, "ONE OF YOU BETTER GET THE SHIELDS UP! We do not need the Autobots finding us, especially since we now have their femme"

* * *

Back at base Bumblebee and Bulkhead was looking at the groundbridge wondering why Arcee hadn't came through yet while Ratchet got to work on the antidote for Optimus, "You sure she was right behind you?" Bulkhead asked Bee.

 **Yes, she was right behind me** Bee insisted.

"She'll come, don't worry" Ratchet said trying to cheer up the mood. Then the bridge closed and Arcee never came through, "Oh dear, seems something happened" Ratchet said.

"Those con scums must have captured her and taken her prisoner" Bulkhead said as he balled up his fists, ready to fight.

Bumblebee looks down to the ground, **I should have double checked. Why didn't I double check to make sure she was behind me?**

"It's not your fault Bee, don't blame yourself" Raf tells him. Bee just looks at him as Ratchet finishes getting the antidote together and goes and gives it to Optimus.

A bit later Optimus starts making a recovery and they star telling him about what happened but he stops them, "No need, I heard you guys talking so I know Arcee didn't make it back. No doubt they took her captive and we must now work on getting her back. Are we still tracking the ship?"

Ratchet goes over to the monitor and looks, "No, we lost it"

"See if you can get it back"

"Already on it" Ratchet says as he searches for the location of the ship.


	2. Chapter 2

Arcee groaned as she tried to get her optics online again. She was chained to the wall in one of the prison chambers. Her armor is stained with her energon and dented up after the beating and torture she got from Starscream. She gets hers optics slightly functioning as sharp pains shoot through her body, "Ahh you're finally coming through"

Arcee slowly looks up and sees Starscream in front of her, she just glared at him as she let out a growl. Starscream walks closer to her, "Now, are you gonna tell me where your base is?"

Arcee continues to stay silent, she refuses to let the cons know where the Autobot base is, "You're just making this harder for yourself" Starscream then put in as he walked over to a table then picked up a rod that was used for torture.

"Get fragged. I'll never tell you"

Starscream glares at her then jabs her with the rod sending a load of pain shooting through her frame. He pulls back and Arcee just feels her systems starting to go into shut down, she tries her hardest to keep them functioning and look strong so she doesn't appear weak in front of her enemy, "Do whatever you want Starscream, I'll never tell you" she says with a hiss.

"We'll see about that" he says as he gets ready to strike her again. But before he could strike her the door opened and Soundwave walked in, he brought up an image on his visor indicating that they were at the location in the Arctic where Starscream wanted to go, "Good, good" he then looks back at Arcee, "You're in luck, I must leave to attend to some business. But we will continue this later when I'm done" he then puts the rod back on the table and walks out.

Soundwave looks over at Arcee who was staring at the floor and not paying him any mind, he then turned to walk out.

* * *

Starscream goes to the top of the ship where the drones are waiting and he orders them to start up the laser beam to cut through the Earth. Later he looks and sees Bulkhead heading towards the ship, "A lone Autobot, should be easy to handle"

"Allow me Lord Starscream" Knockout said with a bow, "Breakdown, go get him" he then told his partner and friend. Breakdown grinned as he started running to the edge of the ship then jumped off and dove to the ground, right where Bulkhead was.

* * *

Back at Autobot base Ratchet had put Bee into recharge after he was having some complications with him, "You think this has anything to do with the capture of Arcee?" Raf asked with concern for his partner and good friend.

"No, don't think so. He says he sees Megatron in his head, I believe Megatron followed him back into his mind and has taken it over" Ratchet explained.

"Well you can help him get free can't you?"

"I will try" Ratchet says as he walks off.

* * *

Starscream was surveying the scene and soon became suspicious when he saw that neither Bumblebee or Optimus was anywhere in sight. He turned to one of the drones, "Put guards in front of the prison chamber where the femme is. No Autobot is to get in there" he ordered. The drone nodded and went to do as he was told.

"You think the Autobots are attempting a rescue?" Knockout asked.

"Knowing how they work it's quite possible"

"Have she said anything yet?"

"No. She's determined to keep her mouth shut and it's aggravating"

"Well she has always been known for her strong will and determination"

Starscream didn't say anything else as he looked at the two fighting down below, not knowing that Optimus was climbing up the cliff side next to the ship.

* * *

Ratchet and Raf boarded the Nemesis following after Bumblebee who had went on board, being controlled by Megatron. They followed him into the room where Megatron's body is and sees Bee hooked up to him by Psychic Patch. Ratchet runs over to try and stop him but is taken down, then Raf runs over to try and he gets swatted away. Bee tries to resist and regain control but Megatron's control was too much and Megatron completely took over his processor. He proceeds on with reviving his body then he transfers over leaving Bee a bit dazed and confused. The three then watch in horror as Megatron awakens and gets up.

"Decepticons, your rightful lord and master has returned" he says as he looks at the drones who came running into the room. He then looks at Bee and Ratchet, "Dispose of them" he says as he walks out.

* * *

Optimus reaches the top of the cliff and jumps on the ship and then charges at Starscream. Starscream gets on the laser weapon and turns I towards him, trying to fry him. But Optimus prevails through it and attacks the Seeker, blowing up the weapon. Optimus is sent flying back to the ground as Starscream was sent off somewhere else. Upon seeing this Breakdown knocks down Bulkhead and heads for the ship.

Optimus laid on the ground having a hard time moving, he then looked up and saw Starscream heading towards him in his jet mode, ready to kill him, "One mistake Megatron made was letting you live Optimus Prime!" he shouted as he dove towards the mech.

Optimus then saw Megatron's jet mode fly by and ram into Starscream, flying him back to the ship. He then watched as the ship flew off. Bulkhead came over and helped him up then he called for a groundbridge, "Ratchet, we need a groundbridge"

"So do we" Ratchet says as he comes around the corner of one of the mountains there with Bumblebee and Raf.

"What are you three doing here?"

"Megatron had Bumblebee go onto the ship and revive his body so we went after him to try and stop him but was unsuccessful"

"Did you see where they could be holing Arcee?" Bulkhead asked. He was worried for her like they all were.

"No, there were too many drones around to get a good look" Ratchet replied with a sad look on his face.

"Let's head on back and maybe we can come up with a way to reason with Megatron to let Arcee go" Optimus told them. They just nodded.

* * *

Arcee stared at the floor as she tried to come up with a way to escape. She could hear the commotion from out in the corridors and knew her teammates were on board, she wished she could have gotten to them or that they could have found her and freed her. She has no doubt that they tried and just couldn't reach her. She had different equations run through her processor on how she could escape, but none was seeming sensible enough to even try.

The door then opened and her face expression turned into a glare as she continued looking at the floor, she refused to look up at the mech that walked in, _And so Starscream returns for more torture._ She thinks to herself as the footsteps got closer, _Wait, these footsteps sound heavier than his._ She then sees a pair of pedes come into her sight and they weren't Starscream's. Next thing she knows a hand grabs her face and forces her to look up into the red optics of Megatron and her optics go wide. She couldn't believe the war lord, who she just saw laying lifeless on a berth in med-bay, was now up and about and standing right before her.

"You seem surprised to see me. You must have thought I was dead and out of the way at last. Well I'm still alive" Megatron says as he looks dead straight into her optics. He then looks over at Soundwave, "Well done Soundwave" he says as he releases Arcee's face. He then starts circling her like a predator circling its prey, "I believe I can find use for you" he then tells her.

Arcee just remained silent, not wanting to say anything. She just watched him as he circled her, wondering what he had in mind. A drone then came in, "Lord Megatron, Optimus Prime is on the monitor and he wants to speak with you"

"How was he even able to contact the ship?"

"Th-the systems been malfunctioning a bit"

Megatron let out a snarl, "Very well" he said as he headed out. The others followed him leaving Arcee alone again.

 _Optimus must be wanting to try and reason with him to let me go. But will it work?_

 _TO BE CONTINUED..._


	3. Chapter 3

Megatron gets into the main control room and goes to the monitors to answer the call from Optimus. Optimus appears on the screen, "Optimus, to what do I owe this pleasure?" Megatron asked sarcastically.

"You know what. Starscream and no doubt Soundwave has captured one of my soldiers"

"The femme, yes. We have her in a prison quarter"

"Release her Megatron!"

"Don't think I will"

Optimus looked surprise by his response, "Can I see her?"

Megatron looked to a couple of the drones standing nearby, "Fetch the femme"

The drones nodded then left.

* * *

Arcee was still hanging, her body all limp from exhaustion, _I wonder what they're discussing out there_ she wonders to herself as she takes glances at the door.

The door then opens up and two drones come in, "Lord Megatron requests your presence" one of the drones told her. Arcee just sneered as they unchained her, then they grabbed her by the arms and walked her out. No matter how hard Arcee tried to stay up and walk her knees were too weak and she kept stumbling. Then the three got to the main control room and Arcee saw Optimus on the monitor.

Optimus and the other bots saw her and got filled with anger when they saw all the dents and energon stains all over her body, "Arcee.." Optimus starts to say but stops as he's not sure what to say.

Arcee looks at them on the monitors, "Hey guys" she says as she tries to force a smile.

Optimus looks at Megatron, "What do you want for her release?"

Megatron stayed silent and looked at him for a moment before speaking, "I want nothing"

"Nothing? There has to be something, you never want nothing"

"I think she would be of some use to me so I'm gonna keep her" he then ends the transmission.

Optimus looks at the screen for a moment in shock. Did he hear that right? Surely he heard wrong. But he knows he heard right, "Did he really just say what I think he said?" Ratchet asked.

"Yes, he did" Optimus replied.

"Never thought I'd hear him say that" Bulkhead added.

"Neither did I" Optimus said, "I don't want to see what he has in mind for her"

"Knowing Megatron it won't be pleasant" Ratchet added.

"No it won't"

* * *

Arcee looked at Megatron as he stood at the monitor. He then turned to face her, "Let's get you fixed and cleaned up" he says as he heads out of the room. Arcee follows him with the two drones still holding her up. They get to med-bay and Megatron orders the drones to lay her down on the berth then orders Knockout to fix her up.

Megatron then goes over to Starscream who is laying on a medical berth after getting a really bad beating from Megatron, "Lesson learnt Starscream?"

"Yes.. My lord.. I won't ever cross you again"

"Good. Next time the punishment will be much worse. But you did do one good thing in taking the Autobot femme prisoner, even though it was Soundwave who did it I'm sure you had a hand in it"

"Yes my lord.."

Megatron just lets out a slight grunt as he walks over to Knockout and Arcee, "What exactly do you plan on doing with me?" Arcee asked him.

"Simple, you're gonna do my bidding"

"Never, I'll never do anything for you!" she responded with a scowl.

"We'll see about that" he then turns to face Knockout, "Knockout, do we still have them chips?"  
"As far as I know we still got a couple laying around"

"Good, get one once you finish fixing her up"

"Chip? What chip?" Arcee asked.

"We have a chip that can reprogram a bot's processor and make them do whatever Lord Megatron wants them to do" Knockout explained to her. Her optics widened as fear filled her. There is no way she was gonna allow that to happen, she had to find a way to escape. Megatron then walked out of med-bay and Knockout continued fixing up Arcee.

Once Knockout was done fixing the injuries and cleaning and buffing her armor he went and got the chip. He then informed Megatron who came with Soundwave and they programmed the chip to make her follow him and do everything he orders.

Arcee watched them get the chip ready as her spark started pulsing faster than before. She wanted to escape before the chip was ready but Knockout had firmly strapped her to the medical berth so she can't get up, she can't even move. She then watched with a bit of panic as Knockout came over and injected some medicine in her which knocked her out.

* * *

Back at Autobot base the Autobots informed the kids on what happened, "So Megatron's not letting her go?" Jack asked with concern for his guardian and friend.

"No, he said he wants to use her" Optimus replies.

"For what?"

"Not sure"

"We're gonna get her back, right?"

"Better believe we will" Bulkhead replied.

"Yeah, we'll get her back, no sweat" Miko says trying to cheer him up.

"Optimus, we have con activity" Ratchet announces.

"Open up a groundbridge to the location. Autobots, let's roll out" Optimus says as he gets ready to go through the bridge. Once it opens up the bots all go through.

When they came out on the other side they found themselves in a mine, "Optimus come in" Ratchet calls over the comm.

"I'm here Ratchet. What is it?"

"Be careful in them mines, it's reported to be very unsteadied. It says it was abandoned years ago cause it was considered unsafe. Watch what you do, one wrong move can cause the whole mine to collapse in on you guys"

"Affirmative Ratchet" Optimus said before he hung up the comm, "Let's watch it while we're in here"

"Sure thing" Bulkhead said as he looked around. They then saw a bunch of Vehicons carefully digging out some energon.

The Autobots transformed their hands into guns, "Watch your firing" Optimus said as he got ready to fight. Bulkhead and Bumblebee just nodded as they got ready to fight as well.

The Vehicons looked and saw the bots coming towards them and they started firing. The three fired back and started taking them out one by one. Just when they were getting the upper hand a groundbridge opened up and Megatron and Soundwave walked through, followed by Arcee. The bots looked at her as Megatron told the Vehicons to step back and Arcee stepped forward, "Optimus, look at her optics, they're different"

Optimus looks into her optics and saw the bright blue and purple colors that were in her optics gone. Her optics were darkened and it looked like there was nothing but a dark void. On her winglets were the Decepticon insignia where the Autobot insignia used to be. Optimus glared at Megatron, "What did you do to her?"

"I made her follow me and obey my every command"

"How? I know you did something cause she wouldn't just follow you"

"Are you sure Optimus?"

Optimus looked at him then looked over at Arcee, "Take them down Arcee" Megatron then ordered. Arcee walked closer to the bots and brought out her blades, then she stood in front of them and looked them over to calculate her attack.

The bots watched her as they unwillingly prepared to defend themselves. They don't want to fight their own teammate but they see they have no choice. They looked at her as she stared them down with no feeling, no sign of regret for what she's about to do, nothing.

 _TO BE CONTINUED..._


	4. Chapter 4

Arcee stared down her old teammates as they got into fighting positions, behind her Megatron, Soundwave and the drones stood watching, ready to see what she would do to them. These mechs seemed familiar to Arcee but she couldn't figure out where from. She just shrugged it off and got ready to attack.

The three mechs looked at her neither one wanting to fight her, "We need to somehow knock her out and take her back to base so we can reverse whatever Megatron did to her" Optimus told the other two.

"Right" Bulkhead responded. Next thing they knew Arcee was charging them.

Arcee ran at them, jumping up into the air at the last moment and kicking Bulkhead in the helm, sending him staggering back a bit with his helm reeling. Bumblebee tried coming up behind her to grab her but she jumped up doing a back flip over his head, she rammed her blades into his shoulders and slid them down his back as she came to a landing. Bee arched his back inwards as he cried out in pain, not only the pain of being injured but the pain of knowing the injury is being made by the femme he came to see as a sister. He fell forward landing face first on the ground.

Bulkhead transformed his hand into his wrecking ball and charged at Arcee, Please dodge he thought as he swung at her. Arcee noticed the ball coming at her and she ducked out of the way while moving to Bulkhead's right side and running her blade across his side. Bulkhead hollered in pain then turned around and swung at her again, hoping he will strike her this time and knock her out. It's the last thing he wants to do and he was hoping he didn't have to do it but it seems to be the only way. She again dodged the attack, this time slicing under his arm making it immobile.

Optimus went up behind her and grabbed her, putting her in a tight hold, "Ratchet, send a groundbridge now!" he then commed. Arcee then pulled up her arms and sliced Optimus' arms making him loosen his grip. Once his grip was loose she pushed one foot off his leg making her go up over his head, slicing at his shoulder and neck on the way. Optimus grabbed at his shoulder as he stumbled.

Megatron grinned as he watched Optimus stumble while holding his shoulder. Seeing Arcee hurt the three bots pleased him greatly, "She's doing very well. I'd say this is my best plan yet. Don't you agree Soundwave?" he asked as he looked over at the silent mech. Soundwave looked over at him and nodded before looking back to the fight. He couldn't deny the femme had some great fighting skills, he's noticed how tough the femme was once he started doing research on her by orders of Starscream ever since the battle on Cybertron. He wouldn't admit it to anyone but he's developed feelings for the femme throughout the time of always doing research on her and all the run ins they had with her, ever since that time when Starscream captured her and Cliffjumper to try and get information from them. But he can also tell he's not the only one who has been developing feelings for her. He watched Arcee as she pulled in her blades and transformed her hands into guns ad shot at the mechs with one of the shots going into Optimus' back.

Optimus fell to his knees at the force of the shot that hit his back. The groundbridge appeared next to them as one of the shots hit a wall causing the mine to start collapsing. Rocks started falling all around them as Optimus looked over to the groundbridge, "Bulkhead, Bumblebee, get into the groundbridge and get back to base" Optimus orders as he started to slowly get up.

"Not without you" Bulkhead said.

"I'll be right behind you" Optimus informed as he made his way to the groundbridge. Bulkhead was helping Bee to the bridge when a big rock fell right in front of them. Ratchet comes running in through the bridge to help them and sees the two trying to get over a big rock.

Arcee looked as the rocks fell all around her, she looked over at Megatron then back to the bots. She then got ready to fire another shot at them when a rock fell down in front of her diverting her attention, then a big rock fell on top of her, pinning her down, "Ratchet, get Arcee" Arcee heard Optimus tell Ratchet.

Megatron also heard and saw what was happening, "Get Arcee!" he then ordered. The drones then ran over firing at the Autobots making them pull back as Soundwave sent Laserbeak over to blast the rock apart and free Arcee, Soundwave then went over to retrieve her and brought her to Megatron and they ran through a groundbridge Soundwave opened up followed by the drones. The Autobots went through their groundbridge and back to base just as the mine fully collapsed.

Ratchet put the three in med-bay and started fixing up their wounds when the kids came running in, "What happened?" Miko asked.

"That's what I would like to know" Ratchet stated.

"We were forced to fight Arcee. Megatron did something to her to make her follow him and do whatever he says and he ordered her to attack us" Optimus explained.

"So Arcee did all these wounds?" Jack asked, "Is there a way to get her from Megatron's control?"

"Yes she did and I don't know. I'm not even sure of what Megatron did to her to put her under his control in the first place" Optimus replied.

"I just hope we can do it soon, I am not looking forward to fighting her again" Bulkhead added.

 **Yeah, she's a great fighter. She can really do some damage** Bee put in.

"Yeah and it doesn't help that she would know all your moves and weak spots. No doubt Megatron left that bit in as he brainwashed her" Ratchet said, "Did she have any device that looked like what the humans would call jewelry?"

"No, she didn't" Optimus replied.

"Then I would guess they put in a chip that can reset her processor and that's how Megatron got her in this state. If it is that it's an easy fix, I can just take it out and help her processor get back to normal again"

"You can?" Jack asked as a flare of hope sparked inside him.

"Yes. We just need to get her away from them and back here where I can do it"

"That's great news" Bulkhead said with glee. The three were happy that there was a way they could get their teammate back. Now just to find a way to get her.

* * *

Megatron and Soundwave were walking through the corridors with Arcee taking her to med-bay when Arcee got fed up with being carried. She started pushing away from Soundwave trying to get down, "You can put me down now, I can walk" she says as she pushes herself out of Soundwave's arms landing on her feet. The one thing she hates the most is being carried and treated like a damsel in distress, she just doesn't go for that.

The two mechs looked at her as she walked off but she headed somewhere else other than med-bay, "Arcee, we're going to med-bay so you can get checked out" Megatron said as he stopped her.

"I don't need to get checked over my lord, I'm fine" she said as she turned to look at him.

"That is an order Arcee"

Arcee just huffed as she turned to head to med-bay. They get there and Knockout checks her over, "No injuries, she's just fine" Knockout said, "But I can keep her in med-bay over night to make sure if you want sir"

Before Megatron could answer Arcee jumped off the berth, "I'm not staying in med-bay. I'm just fine, I just need a shower" she said as she headed out of med-bay. The mechs watched Arcee as she left, normally Megatron would be upset and even punish his soldiers for not obeying his orders or his wishes but for some reason he found Arcee's retaliation pretty amusing and he just couldn't get upset.

Arcee then came back, "For some reason I can't remember where the showers are"

"I'll show you" Megatron said as he walked towards her, he then walked on to lead her to the showers.

"Sorry for being disobedient back there my lord. I just don't much care for the thought of staying in med-bay especially when nothing is wrong with me, and I'm doing just fine" Arcee said as they walked through the corridors.

"It's understandable, I'm the same way. But don't ever do it again"

Arcee nodded, "Yes my lord"

Megatron secretly let out a small smile at hearing her call him lord. They then reached the showers, "Here we are. Come find me when you're done and I'll show you where your sleeping quarters are. If you forgot that too"

"I have actually. I don't know why I forgot everything"

"Hmm, we'll have to look into it"

Arcee went into the showers and Megatron left to go to the bridge, _Hopefully all this forgetting doesn't make her suspicious of anything, it shouldn't_ he thought to himself as he made his way to the bridge.

While Arcee was in the shower she kept thinking about the bots she fought, it was bugging her that they seem familiar to her in a way but she can't figure out how. Deep down inside her conscious was screaming and fighting to try and gain control over herself again and remember the bots who were her teammates. Arcee then grabbed her helm as pain shot through her processor, she felt like someone was frying her processor and she couldn't figure what was wrong. Then she started gaining control but the chip kept fighting back to keep her under the control. Arcee managed to get enough sense to know she needs to escape, she runs out of the showers and heads for the groundbridge control room.

 _TO BE CONTINUED..._


	5. Chapter 5

Megatron was on the bridge when Soundwave alerted him that Arcee was escaping. Megatron let out a growl as he ran off the bridge, "Stop her!"

Arcee was almost at the groundbridge control room when a groundbridge opened up and Soundwave walked through. He grabbed Arcee as she tried to turn around and go the other way, he then pulled her into the groundbridge and they bridged to where Megatron was waiting. Megatron walked up to her and grabbed her chin, lifting her helm to make her look at him, "Where did you think you were going?"

Arcee gritted her dentures as pain surged through her helm, "Away..from you" she replied.

"Soundwave, take her to med-bay and reset the chip then take her to your room, she'll be staying with you so I can be sure nothing like this happens again"

Soundwave just nodded as he left with Arcee and headed to med-bay, "And find out how this happened in the first place" Megatron then added.

Soundwave takes Arcee to med-bay and him and Knockout fixes and resets the chip and tries to figure out how she was able to break the control, "The control wasn't fully broken, just slightly. But enough to make her aware and know she needed to escape" Knockout explained, "I'd say it was her willpower and determination that did it. We'll have to strengthen the chip so it will do better at keeping control over her"

Soundwave just listened to him speak. Later the finished with the chip and Arcee was laying there unconscious, Soundwave picked her up and took her to his room. Once he got to his room he laid her down on his berth, then Megatron walked in, "Was Knockout able to determine what happened?"

Soundwave played the recording of what Knockout said, "So her will and determination helped her overpower the chip and become aware enough to attempt an escape. I hope you strengthened the chip"

Soundwave nodded then showed him the footage of them strengthening the power of the chip. Megatron watched, "Good, hopefully it will work better. Keep an eye on her and reset the chip if she ever tries breaking through again" he said as he walked out of the room. Soundwave just gave a slight nod then looked over at Arcee.

Later Arcee started waking up with a really bad helm ache. She put a hand on her helm as she started looking around to see where she was, she saw that she was in a room she didn't recognize. She started to sit up but felt a weight around her waist, she looked down and saw an arm laying across her waist. She looked over and saw Soundwave laying right next to her. She looked at him in confusion, "What happened? How did I end up in his room?" she asked herself as she removed his arm and started sitting up. Soundwave woke up to his arm being moved, he then sat up sitting beside her. She looked over at him, "How did I end up in your room and in your berth?" she asked him.

He just looked at her then got up, he then informed Megatron that she was awake and he came into the room, "Your awake" Megatron says as he enters the room.

"Yeah. What happened? Why am I in Soundwave's room?"

"You were out on a mission and were jumped by the Autobots. They wanted revenge for the injuries and pain you gave them. They took you down and was about to offline you when Soundwave intercepted and stopped them. Then he brought you back here and I told him to take you to his room to keep an eye on you, to make sure there were nothing serious. You did say you didn't like staying in med-bay"

Arcee looked over at Soundwave then back to Megatron, "I was jumped by the Autobots? I don't remember a thing" she asked then stated feeling confused.

"Yes, you were. Would seem the knock to the helm you got in the fight did something to your processor"

"Could be. Thanks Soundwave" she said as she looked at the silent mech. Soundwave just gave a slight nod.

"Is your helm hurting?" Megatron then asked her.

"Yeah"

"Go to med-bay and get some medicine to help with the pain"

Arcee didn't say another word and just left the room. Once she was gone Megatron looked at Soundwave, "Anymore problems?"

"No, she was asleep the whole time.. She just woke not too long ago"

"Good" Megatron said as he left the room, Soundwave followed him as they headed to the bridge and they got on with their work.

Arcee went into med-bay still holding her helm. Knockout looked up from what he was doing and saw her come in, "Helm ache?"

"Yeah, really bad one" she replied. Knockout got out some pain meds and gave it to her, "Thanks" she said as she popped them in her mouth.

Knockout looked at her in surprise for a second, "You're welcome"

"Why did you look so surprised?"

"Cause this is the first time anyone has ever thanked me for what I did"

"Really? Huh. You should be thanked more often with everything you do for the team"

"Well this is the Decepticons, not really ones to be known for manners"

"That's true" Arcee said as she headed out.

Arcee walked onto the bridge where Megatron and Soundwave and some of the drones were and she overheard Starscream telling Megatron about Breakdown's capture and his plans to rescue him but Megatron told him not to bother since Breakdown was weak enough to get captured by humans. Starscream bowed then walked off with a determined look on his face and Arcee could tell he was about to do something. She then walked off, _There's got to be something we can do, maybe something I can do. Can't just leave Breakdown at the hands of them humans_ she thought as she walked through the corridors.

She got so caught up in her thought she didn't pay any attention where she was going until she heard a voice, "Do you need something?" she heard a Vehicon ask her. She looked and realized she had wondered into the groundbridge control room.

She looked at the Vehicon, "Yes, I would like to groundbridge where ever Breakdown is" she responded. The Vehicon looked at her for a moment then after seeing she was still under the control of the chip and Megatron he went on and opened up the groundbridge thinking Megatron was sending her to help Breakdown. Arcee went through the portal and found herself in an old abandoned city. She looked down at the ground and noticed a set of tire tracks and she followed it. She followed the racks to a tunnel and she went in with her gun at the ready. She follows the tunnel to the end and finds Bulkhead with Breakdown. She walks up behind Bulkhead and points her gun at his head and fires it up.

Bulkhead turns to face her after hearing her gun fire up, "Arcee, what are you doing here?"

"Don't act like you know me Autobot. I'm here to get this big lug out of trouble"

"That's what I'm here for"

"Why would you help him?"

"Cause I want a rematch and I won't get my rematch if he is killed"

Breakdown lets out a laugh, "True that, and I won't be able to beat you into scrap"

Arcee then puts down her gun, "Fine, let's just move" she says as she heads off.

"Can you walk?" Bulkhead asked Breakdown.

"Yeah"

"Can you run?"

"Why run when you can fight?" Breakdown asked as he transformed his hand into his hammer.

"Yeah, yeah, just keep that thing away from me" Bulkhead said as he pushed his hammer out of his face.

Arcee rolled her optics as she walked on, "Mechs, always trying to show off their strength"

The two mechs just looked at each other then followed her and they left the tunnel. Once they were out of the tunnel they found themselves surrounded by M.E.C.H soldiers in cars and in helicopters and the three were forced to fight to save themselves. They started bashing at the cars and the soldiers, taking them down. Then M.E.C.H started pulling out and went away and the three heard someone coming, "Your back up?" Breakdown asked Bulkhead.

The three then looked to the sky and saw Starscream fly in with a few drones and they landed in front of them, "Consorting with the enemy Breakdown?" Starscream asked as he walked up to the three.

"Bulkhead saved my life"

"Don't tell me you're starting to go soft"

"Of course not"

"Then destroy him!" Starscream demanded.

Breakdown looked over at Bulkhead, "Tough break Bulkhead" Breakdown said as he attacked him. But Bulkhead was too quick and managed to knock him off his feet. Starscream then got ready to attack him when gun shots started shooting past him, he looked and saw the other bots coming to help their teammate and Starscream ordered a retreat and him and the drones transformed and flew off while Breakdown transformed and drove off.

Arcee stayed behind, she wanted to get pay back on them for attacking her. She looked at Bulkhead and Bulkhead looked at her and then the others came over. Arcee looked at them as they surrounded her. She backed up with her guns up and pointing at them, ready to fight. But they stopped and stepped back a bit as they put up their weapons, to show her they mean her no harm, "Arcee, we don't want to fight or hurt you" Optimus said trying to settle her down.

"Liar! If you meant me no harm you wouldn't have attacked me" she said as she glared at them.

They all looked at her confused, "We never attacked you, Arcee" Optimus told her.

"Lord Megatron said you did"

"He lied to you" Bulkhead spoke up.

"Why would he lie? He has no reason to lie about you guys"

"He took you captive and is making you follow him, so he tells you lies about us to make us look bad to you so you would turn against us" Ratchet explains.

"Why would he do that? I don't even know you guys except from what I've heard about you"

 **You're an Autobot Arcee, you're one of us** Bumblebee says as he looks at her with sad optics. He wants his teammate and friend back.

"I never was an Autobot, I always been a Decepticon and I'm not gonna let you get me with your lies"

"Megatron got you thinking you always been a Decepticon, but you haven't" Ratchet tells her as he takes a step towards her, "Please come back with us and we'll set everything right"

Arcee glared at him as she shot at him making him duck and move back, "I'm not going anywhere with you!"

They started mobilizing a plan to capture her and take her back to base and they were suddenly shot at from above, they looked up and saw Starscream hovering above shooting at them. Then Breakdown came running over and he grabbed Arcee and ran off, then a groundbridge opened up and Breakdown ran through with Arcee and Starscream flew off once they were through and the bridge closed.

The Autobots watched the let out sighs of frustration and disappointment, they were so close. They called base and had Miko open up a groundbridge and they went through and back to base.

 _TO BE CONTINUED..._


	6. Chapter 6

**I just realized it's been almost a month since the last time I updated, sorry about that. I been pretty much focusing more on my editing than on stories. Also I was having a hard time thinking of what to do in this chapter, but I finally got an idea and got the time to write it out. Sorry it's a bit shorter than the rest it's what I can come out with. xD Enjoy!**

* * *

When Arcee got back to the ship she was greeted by Soundwave who grabbed her and took her to his room. Arcee tried to get her arm out of his grip but it was no use. They then get to the room and he closes the door and looks at her, "What was that all about Soundwave?" she asked him as she glared at him.

Soundwave showed footage of her with the Autobots helping Breakdown, "You need to be careful, Lord Megatron doesn't like being disobeyed" he tells her.

"I didn't think it was right to leave him in their hands. I'm not sure why though, I know Decepticons aren't supposed to care but I do"

Soundwave just stood there looking at her and listening to what she's saying, he could tell she still has that good spark of an Autobots even though she's supposed to be a Decepticon now. Arcee looks at him, "I guess your gonna show Megatron and let him know"

Soundwave just shook his head to confirm he won't as he looked into her optics, the blue and lavender colors were gone as well as the light that twinkled in her optics. That's the one thing he hated about the chip mind control is that it takes out the color and light he loves so much in her optics. He was mesmerized by her optics the moment he first looked into them, he was pulled in and had trouble looking away.

"Why would you help me and keep this from him?" she asked feeling confused.

He just looked at her then walked past her and went over to a table that was set up in his room where he sets Laserbeak to rest. He removes Laserbeak from his chest and lays him down on the table so he can recharge, then he looks back at Arcee, "Time to rest, you can take the berth I have work to do" he said before he headed out of the room.

Arcee watched him as he left feeling even more confused. Why would he keep her secret and keep her safe? She was wondering these things as she went to lay down on the berth, _I better not wake up to find him sleeping in the berth right next to me again_ she thinks to herself as she doses off into recharge.

* * *

At Autobot base the bots were reeling from their run in with Arcee, they couldn't believe she didn't remember them, "Arcee's still in there, I know it" Bulkhead spoke up.

"I do believe she is, we need to find a way to get her from them so we can remove the chip and reverse what Megatron did" Ratchet added.

"She really couldn't remember any of you?" Jack asked.

"Nope, don't even remember ever being an Autobot" Ratchet replied.

"So she won't remember me" Jack says with a sad look. Miko walks over to him and gives him a hug which surprised him, and Raf put a hand on his arm.

"We'll get her to remember, I promise" Optimus tells him. Jack just lets out a weak smile, "It's time for the kids to go home" Optimus then said, "Jack, I'll take you home" he says as he looks at the boy.

"Ok" Jack says as he gets his stuff and goes to get in. Optimus transformed and let Jack get in, then once he was in Optimus drove off.

* * *

Soundwave was doing his work when Megatron walked up to him, "How's Arcee? Is she settling in alright?"

"Yes.. She's in my room recharging right now"

"Good. She is very useful, I don't want anyone or anything messing with my plans"

Soundwave just acknowledged he heard him and went on with his work.

"I'm gonna tell you a secret Soundwave, I want it to stay between you and me"

Soundwave turned to look at him to let him know he was listening.

"I believe I'm starting to get feelings for Arcee"

Soundwave stood there and just listened to his lord and master talk about his feelings for the femme he had feelings for. Though he did have his suspicions that Megatron was starting to feel for her.

"She's tough, a good fighter and she's quite pretty"

"What about Optimus?" Soundwave asked as he remembered how Megatron revealed his feelings for Optimus to him. Megatron started getting feelings for Optimus when they started becoming friends as Orion and Megatronus and exceeded into their new names and forms as Optimus and Megatron. It made it even harder to go to war against him as he never thought he would go to war with the mech he loved, but they are at war together and he no longer can see them getting together.

"I can't see us getting together anymore with the whole war and everything. All this fighting pretty much killed it"

"Understandable" Soundwave said as he felt a twinge in his spark. All he could do was hope Megatron could get the feelings for Optimus back and let him have Arcee, if he can get her to love him back.

"This stays between us two" Megatron told him firmly. Soundwave just nodded in confirmation. Megatron then walked out and Soundwave got back to his work.

* * *

Optimus stops in front of Jack's house and lets him out then waits for him to get inside. Jack goes into the garage and sees a package sitting on the table, he opens it up and finds out what it is. He runs out to Optimus who was getting ready to leave and he stops him, "Optimus! My mom's in trouble"

"Get in" Optimus says as he opens his door and Jack gets in and they drive off to the location presented to them through the device Jack found. Optimus tried calling base but ended up getting a helmache, "Something's preventing me from calling out" he says as he drives on. The two just keeps driving until they get to the location.

 _TO BE CONTINUED..._

* * *

 **I know it's a bit cheesy but it's the best I could come up with. :\**


	7. Chapter 7

Optimus and Jack arrives at the location they were sent by the man on the other side of the device Jack found. They found themselves in a shipping yard and before they knew it they were surrounded by M.E.C.H. Optimus lets Jack out and transforms as Airachnid shows herself, "This whole thing was meant for Arcee! Where is she!?" Airachnid stated then asked with frustration.

"She's not with us at the moment" Optimus replied, "Now tell me, what have you done with Mrs. Darby?"

"She's nearby. You can save her if you can get to her in time" Airachnid says to Jack as a challenge. Jack ran off to search for his mom as Airachnid tried to attack Optimus. Optimus however avoided her attack and did a counter attack before he was hit with an electrical device which knocked him out.

* * *

Arcee woke up to the door opening and saw Soundwave come in. She watched him as he went over to the table where Laserbeak was resting to check on him. Arcee got up and walked over to him, "How is he?" she didn't know why she asked that or even cared but she did and the question is out already.

Soundwave looked at her, "See for yourself" he says as he cautiously grabs her hand and pulls her over. He then guides her hand over Laserbeak's form to show how he examines him and show how he's doing. His spark pulsed faster as he stood very close to her with his chest practically on her back, he clutches his other hand into a fist to resist the urge to touch the femme or do anything to make her go on a counter attack or anything.

She just stands there looking as Soundwave guides her hand, she starts getting a funny feeling but is unsure as to what it was or what it could mean. Soundwave then backs up as he releases her hand, "Now you know how he's doing"

Arcee nodded as she moved away, "He seems to be doing fine. Have you rested any?" the question came out before she could stop herself.

Soundwave looked at her with a bit of surprise to the fact that she even asked that, but she couldn't see it behind the visor, "No, I'm going to now. Lord Megatron wishes to see you" he replies to her as he turns and heads to his berth. Arcee heads out of the room to go see what Megatron wants.

She gets to the main bridge where he is, "You wanted to see me my lord?" she asked as she walked up to him.

"Yes, I have reason to believe Optimus is out and on his own. I want you to go to where he is and dispose of him" he tells her as he turns to face her.

"Yes my lord" she says with a bow before she heads out. She heads to the groundbridge room to get bridged to the location.

* * *

Optimus starts coming through to find himself on a table with a M.E.C.H soldier standing over him getting ready to cut him open. He never believed in hurting any humans and even spoke against it but in this situation he would make an exception. He throws a fist at the soldier knocking him back onto his back and knocked out, other soldiers came and he hit them as well knocking them all back. He then got up off the table and transformed then drove off to help Jack rescue his mother. He gets to them and sees Jack having trouble with Airachnid as he tries to get his mom out of the spider web Airachnid put her in. As he makes his way over to them he notices a groundbridge opening up and Arcee came through. He stops and transforms and faces her.

Arcee looks at him as she brings out her arm blades, "I'm here to dispose of you as Lord Megatron ordered me to" she says as she gets ready to attack him.

"Arcee wait, let's not do this now. Jack and his mother is in danger and I need to help them" Optimus tells her as he backs up from her.

"I don't know who this Jack is and I don't care"

Optimus' optics widened, _She doesn't even remember Jack._ "Jack is your partner" he tells her in hopes it helps her see reason.

"Impossible, I have no partner"

As they talk Airachnid looks down and spots Arcee, "At last my prey arrives" she says with a hiss as she leaves Jack and climbs down to face her foe. She reaches the ground and charges at the femme.

Arcee looks and sees her just in time and she's able to put up a block as the spider femme tries to slash her with one of her spider legs. Arcee then counter attacks with a punch, "I don't know who you are or any reason you have to attack me but I don't have the time. I'm here to dispose of Optimus and that's it"

Airachnid looks at her shocked, "You don't know who I am? Is this some trick?"

"No. Why would it be a trick? Lord Megatron ordered me to dispose of Optimus and I'm here to do just that"

 _She works for Megatron now? He must have put in a chip or something to reprogram her processor_ she thinks to herself.

While they have their debate Optimus climbs up to where Jack and his mother is and starts to remove the spider web.

"You may not remember me or our beef but I do remember and I will destroy you" Airachnid tells Arcee just before she jumps up into the air then comes down with two of her spider legs in front, ready to impale Arcee. But Arcee moved out of the way the put up an arm to block another leg that aimed straight for her head. She then swung an arm to slice at Airachnid but she dodged then brought a leg forward, hitting her this time on her shoulder before kicking her making her fall back. Arcee managed to catch herself before she fell to the ground and she ran at the femme and brought up a leg to kick her in the helm, she makes contact and Airachnid stumbles back a bit putting down her spider legs to brace herself and keep her from falling.

Airachnid then looked up and saw Optimus releasing the human lady and she goes to stop him with Arcee right behind her. Arcee grabs her foot and pulls her down, slamming her onto her back on the ground. Arcee jumps down and goes to attack Airachnid while she's down but Airachnid swings her spider leg at her and slices her on her side making her double over a bit. Then Airachnid gets up and throws a punch, hooking her under her chin and knocking her back. Airachnid then gets ready to go in for the kill when some bullets started shooting her way, she looks up to see Fowler in a helicopter with some soldiers in a few jets next to him. Airachnid hisses as she scans Fowler's chopper then looks back to Arcee, "We'll meet again Arcee" she says as she transforms and flies off.

Arcee looks up and sees her flying off then looks over and sees Optimus climbing down with Jack and June in hand. He gets to the ground and sets them down as Fowler and the soldiers set down the chopper and jets. Arcee gets up, gripping at her side as it ached from the slicing from Airachnid, she then goes over to Optimus o finish what she came to do. Optimus looks at her, "Arcee, you're not fit to fight or do anything"

"That's what you think" she says as she runs at him throwing a punch at him.

He grabs her wrist to stop her, "Arcee please, just stop"

"Arcee?" Arcee heard her name being called by a small voice. She looks down to see a human boy standing there looking up at her with a worried look on his face, "Arcee you're not yourself. Just calm down and think" the boy tries to reason with her.

Arcee looks at him and scorns, "Who do you think you are telling me what to do human?"

Jack looks at her with a sad look, "I'm your partner. Come back to base with us and we'll explain. Please"

Arcee looks at him for a moment then turns her attention back to Optimus and knees him in the side which makes him double over and release her. Arcee was about to go in for another attack but the kneeing she just did caused her to feel even more pain in her side as more energon came out of her wound, just started leaking out like crazy. She hated the idea of retreating but she knew she had to or else she would bleed to death or even get captured by the Autobots. She transforms and drives off.

Optimus and Jack watches her with concern as she drives off, "She forgot me" Jack says feeling sad at the thought.

"She forgot everyone" Optimus says as he gets down to the kid's level.

June was sitting not too far away, "Who was she?"

"She was, is my partner and friend" Jack replied.

"What happened exactly?"

"I'll explain later, right now we need to head on home"

* * *

Arcee gets a groundbridge back to the ship and heads to med-bay. Of course as she expected she's greeted by Megatron along the way. He sees the state she's in and can tell right away something happened, "What happened?"

"This spider femme was there and attacked me before I could pull off the job. So I wasn't able to dispose of Optimus, this time"

Airachnid! Once again that glitch interfered! I didn't even know she was here on this planet. "Let Knockout patch you up, we'll try again" Megatron said as he walked off, If I see that glitch again I shall get her for interfering.

"Yes sir" Arcee says as she walks on to med-bay. All she could think about was the boy she encountered and what he said. Did she really have a partner? She doesn't see it as likely to be true but the boy seemed to really know her, just like the Autobots. Something's not adding up but she can't seem to figure it out.

 _TO BE CONTINUED..._


	8. Chapter 8

Arcee sits on the berth in med-bay as Knockout checks her wounds, "That's a pretty bad wound you have there. Airachnid sure got you good"

Arcee snarled, "Yeah and I don't even know what her deal is, why she attacked me"

Knockout went silent as he wasn't sure of what to say, he just went on with fixing up her wound. Megatron walked in just as Knockout finished up, "How's it going?"

"She'll live, but she needs to rest up for a little while to let the wound fully heal, the cut was deep. I'm all done, you may go now"

Arcee rolled her optics as she got up off the berth, she hates the thought of having to rest for a long period of time and not being able to do anything. She left med-bay and headed to Soundwave's room. Megatron really needs to hurry up and get her a room.

Once Arcee left Megatron looked at Knockout, "Is the chip still functioning pretty good?"

"Yes my liege, she doesn't even know why Airachnid attacked her"

"Good" Megatron says as he turns to head out, "Make sure it doesn't malfunction"

"Yes my lord"

Megatron left med-bay and walked through the corridors until he caught up to Arcee, "Need help getting to the room?"

"No, I can make it on my own" Arcee replied as she felt a bit confused to why he would ask that, he doesn't seem like the type to help any of his soldiers or followers.

"I'm sure you can" Megatron mumbled.

Arcee looked at him, still feeling confused but she decides to just shrug it off for now, "When am I getting my room?"

"Soon, we're still working on it"

"Ok.."

They then reach Soundwave's room and go in, Arcee goes to lay down on the berth. Megatron watches her for a moment then turns to leave just as Soundwave comes in. Soundwave looked at Arcee and saw she was wounded and wondered what happened, "She was attacked by Airachnid and she wounded her" Megatron explained, "Keep an optic on her"

Soundwave nodded and Megatron left the room. Soundwave then went over to Arcee and looked her over then went over to the table to set Laserbeak down so he could upgrade his tracking to try and push along the process of finding the Autobots. Arcee looks over at Soundwave and carefully sits up, "Soundwave, do you know why that femme Airachnid would attack me?" she asked.

Soundwave stalled for a moment as his spark leaped at the sound of her saying his name, he then looked at her and shook his head. As much as he wanted to tell her the truth he couldn't, he then went back to what he was doing.

Arcee let out a sigh of frustration, "Just great! I have a crazy femme out to kill me and I don't know why! Lord Megatron is acting weird and I have a human child who claims I'm his partner and I can't recall ever seeing him before! Do you know why Megatron is acting so weird?"

Soundwave stopped what he was doing and turned to look at her, "Weird how?"

"He walked with me to the room and asked me if I need help getting to the room. It just seems weird to me that he would do that"

Soundwave just stays silent, he knows exactly why he's acting weird but he won't say it, he just shook his head after a moment, "I'm finding it kind of hard to believe you don't know given your status and rank"

Soundwave just turned and went back to work on Laserbeak and Arcee watched him, "Why are you helping me out? Why have you been kind to me? You don't really seem like the type yourself to do such things"

Soundwave stalled again, he wasn't sure if he should tell her or not. He decides to go ahead and say something, "Cause… I'm always kind like that to ones I care about.." he said as he got back to upgrading Laserbeak.

"Care about?" Arcee repeated in confusion, "You care about me?"

"Yes, I've been falling for you"

Arcee looked at him in surprise, "Well.. Thanks for telling me. But afraid I can't say I feel the same, I don't see myself getting with any bot especially not a con. Not sure why but I can't see myself getting with a con more than any other"

Soundwave just gave a slight nod as he continued with his work, his spark started breaking after hearing that but he wouldn't show it and he won't let it get to him and affect his work or anything. Arcee just laid back down and tried to go into recharge.

* * *

A few days later Breakdown returned to the Nemesis from a mission with Airachnid on his back. The femme was excepted back and Knockout helped her get off of Breakdown's back. She roamed free through the ship and even had a couple of run ins with Arcee. One day Arcee was in the training room doing some training, her wound had healed and Knockout said she can get back to being active again, so she decides to train to get the energon flowing again. Airachnid comes into the room and sees her, "Mind if I train with you?" Airachnid asked with a devilish smirk.

Arcee could tell she was up to something but she never refused a fight, training partner or otherwise, so she went on and trained with her but kept her guard up. Airachnid threw a punch but Arcee blocked it, she then threw a swift kick to the femme's side but Airachnid caught her foot with a couple of her spider legs. She then slammed Arcee onto the ground then attempted to throw her into a wall but Arcee gathered herself just in time to bring her body around so she can land on her feet and slide back into the wall. Arcee then bring out her arm blades and go to attack Airachnid.

* * *

Megatron was on the bridge looking over things when Soundwave walked up to him, he brings up a camera footage on his visor showing Arcee and Airachnid fighting, "Airachnid is trying to take out Arcee again! I'll take care of this, she won't make another attempt when I'm done with her!" Megatron said as he walked off the bridge and headed to the training room where Airachnid and Arcee are.

 _TO BE CONTINUED..._


	9. Chapter 9

Airachnid pulled back holding her shoulder as energon leaked out through her digits, Arcee had just slashed at her shoulder making a gash. She readies one of her spider legs and runs at Arcee to slash at her and kill her, but Arcee manages to block her attack and makes a counter attack kneeing her in the abdomen. Airachnid pulls back holding her abdomen and Arcee comes at her with her blades ready to make another gash in her but Airachnid blocks her with her legs but Arcee untangles from her legs and manages to land a blow.

Megatron and Soundwave walk into the room and sees Arcee giving Airachnid a beat down, throwing one blow after another at her. Arcee then made one final blow knocking her back into a wall, the impact was so hard it made Airachnid collapse and pass out. Megatron called for Knockout and had him take Airachnid to med-bay and he did so very carefully. Megatron then looked at Arcee, "Are you alright?"

"Yes my lord, just fine"

"Let's get some energon" Megatron says as he starts walking out of the room. Arcee follows quietly as things begin running through her processor. Why do the Autobots never want to fight her or harm her? Why do they keep insisting she's one of them when clearly she's a Decepticon? Who is that human boy that claims she's his partner? So many things which is just causing her confusion and it irritates her.

Megatron looked at her as they walked and could tell something was on her processor. When they got to the resting room where you can drink energon and just relax they got a cube of energon and went to sit down. Megatron watched Arcee as he took a gulp of his energon, she took sips of the energon as she looked around wondering if she really is a Decepticon, "Is something the matter?" Megatron then came out and asked, pulling her out of her thoughts.

Arcee jolted a bit at the sound of his voice then looked at him, "No, nothing's the matter"

"Don't lie to me Arcee, I can tell something is bothering you" Megatron said sternly.

Arcee looked down at the energon in her hand and took a deep inhale, "My processor keeps being plagued with questions. Like why are the Autobots not wanting to harm me and always claiming I'm one of them?"

"Autobot trickery, they're trying to get you on their side and is using a lie to do so"

"But I don't see them doing it with the other Decepticons"

Megatron went silent for a moment and took a sip of his energon as he thought of what to say to that, it is true the Autobots are only doing it with her and none of the others. He finishes taking a gulp of his energon and looked at her, "Probably cause of your fighting skills, you have the fighting skills any team leader would want on their team. Also you're a beautiful femme, any mech would want you around"

Arcee's cheekplates turned a shade of blue, she felt flattered but at the same time unnerving. She's not sure why but there's something uneasy about him, but she just can't put her finger on it so she just shrugs it off, it is her leader after all. She takes another sip of energon as the human boy pops into her head, "Another question that keeps plaguing me is, why would a human claim that I'm their partner?"

Megatron looked at her a bit shocked but it quickly passed, "Has a human made that claim?"

"Yes. When I went after Optimus that one time, but I ended up fighting Airachnid, a human boy was with Optimus and he claimed I was his partner but I don't recall ever seeing him before. Certainly don't recall becoming partners with a human"

"Another trickery, they're using the innocence of a human to get to you. Probably think because you're a femme you would fall for such a thing"

Arcee's face then turned into a scowl, "Are you saying they're thinking I'm weak?"

Megatron smirked to himself, _Perfect thing to get her riled up and want to kill them._ "That's exactly what I'm saying dear"

"I'm not weak and I'm not gonna stand for them thinking I am! I'll show them" she said before she took a gulp of her energon finishing it off. She then got up and walked out of the room. Megatron just continued drinking his energon with a smirk on his face as he watched her walk out, _That went perfectly._ He said to himself as he took one last gulp of his energon then got up and left to go see to things.

* * *

Jack, Miko and Raf waited outside their school for Bumblebee and Bulkhead to pick them up. With Arcee being with the Decepticons Jack been catching a ride with either Bee or Bulkhead, though sometimes Optimus would pick him up. But Optimus couldn't come this time as him and Ratchet are working on a way to safely capture Arcee and bring her back to base so they can bring her back to normal, so Jack will have to hitch a ride with either Bee or Bulkhead. Raf and Miko sit next to Jack feeling concerned, they know it has to be hard on him to have his partner in the state she's in and most of all to have her forget who he is and all their time together, "It's gonna be alright Jack, don't worry we'll have Arcee back with us in no time" Miko said as she put a hand on his shoulder.

"Yeah, just have faith in Optimus and the others. They'll get her somehow" Raf added in hoping it will help him cheer up.

"I know they will, I have great faith in Optimus and them to get her. I just can't help but be concerned, I mean she's with the Decepticons and we don't know what they're doing to her"

"From what I understand Megatron finds her valuable, so I doubt they would hurt her" Miko says hoping it would help.

"Also they want her to believe she's one of them, they won't harm her and cause her to raise suspicion. At least I hope" Raf added in.

"You hope?" Miko asked with a bit of attitude.

"Well just think about when we saw Starscream and he was all beat up, that had to have been the work of Megatron"

"That's right" Miko says as she remembers that one time when they saw Starscream. His armor was all dented up with scratches everywhere and he was missing an arm, "But I doubt she'll get the same if she really is as valuable as what Megatron makes her to be"

"Probably" Jack says with a shrug. He then looks off to the side where he catches a glimpse of a blue motorcycle that looks just like Arcee, but then a car passed by and suddenly it was gone. Jack shook his head, being so concerned for her must be making him see things.

Raf and Miko look at him with concern, "Are you alright Jack?" Miko asked.

"Fine, just thought I saw Arcee for a moment. But I think it was just my imagination"

Before Raf or Miko could say anything they heard Bumblebee and Bulkhead pull in. The three went over to them, "Hey kids, sorry we're late Optimus and Ratchet needed our help" Bulkhead says as Miko gets in. Jack gets into Bumblebee with Raf.

"It's fine Bulkhead. It gave us a chance to have a nice conversation, well kind of nice"

"Oh? What did you three talk about?"

"We talked about Arcee and tried to cheer up Jack. He's really concerned for her"

"He's not the only one, we all are concerned. We just want our teammate back"

"I know Bulkhead"

As they pull out of the school parking lot Jack looks out of the window and sees the motorbike again. He continued looking as they turned onto the road, he was looking back behind them now. He then sees the motorbike pull out and start to follow them, "Hey Bee, I think Arcee is following us"

Raf looks at him, "Sure you're not seeing things again?"

"I'm sure. Take a look for yourself"

Both Raf and Bee look behind them and sure enough they see Arcee following them. Bee contacts Bulkhead to let him know, "Whoa, are you serious Bee?" Bulkhead asks then checks behind them and Miko looks too, "It's Arcee alright"

"Why is she following us?" Miko asked.

"Don't know"

::Bulkhead come in:: Ratchets voice then comes in over the comms, ::Did you say Arcee is following you?::

::That's right Ratchet, Arcee is following us:: Bulkhead replied back.

Ratchet and Optimus look in shock. Why would Arcee be following them? They then come out of their shock, this is their chance to capture her.

* * *

Arcee follows the two at a safe distance though she is sure the boy had spotted her and alerted them already. She's gonna show them she's not weak. She then hears Starscream on her comm., "Arcee, where are you?" he asks. He is such a nuisance, so annoying.

"I'm just out for a drive, don't get your wings in a twist"

"Does Lord Megatron know you're out?"

"No"

"Then you get back here this instant! I will not cover for you and if Lord Megatron finds out it'll be your aft he'll kick not mine!"

Arcee just rolled her optics and cut off her comm. as she continued to follow the Autobots.

 _TO BE CONTINUED..._


	10. Chapter 10

"Should we stop and confront her?" Bulkhead asked.

"No, wait until you're out of the town and in the desert" Optimus replied.

"Alright"

The bots continued driving while keeping an optic on Arcee who continued to follow them. They drove on heading out of town into the desert. Once they were well out Arcee sped up and got in front of them and stopped and transformed. Bumblebee and Bulkhead stopped as well and the kids got out, looking at Arcee. Jack ran up to her, "Arcee, do you remember us?"

Arcee glared at him, "I don't know who you are, I never met you before in my life, so stop acting like you know me!"

Bumblebee and Bulkhead transformed, "Arcee -" Bulkhead began but then was interrupted by Arcee.

"The same goes for you! I'm not an Autobot and I never was, I never will be! So stop telling me lies and trying to make me think I am!" she then brought out her blades out of her arms, "And I'm not weak so stop thinking so!" she then ran at Bulkhead and tried to slash his abdomen.

Bulkhead dodged her attack, "We're not lying Arcee and we don't think you're weak. You're the strongest femme we know" he tries to explain as he continues to dodge her attacks, but she wasn't listening.

Bumblebee ran up and grabbed her from behind putting her in a bear hug, **Arcee, please listen. We don't want to harm you and we would never lie to you. Megatron is the one lying to you.**

"Just another lie!" Arcee says as she rams her blade into his side. At that Bumblebee releases her and she turns around and knees him in the face, sending him flying backward onto his back. She stayed focus on Bee and didn't see Bulkhead coming at her with his servo transformed into his cannon ball. She hears him and turns and catches a glimpse of him coming at her when **WHAM** she was struck with the ball and sent flying into a nearby ridge, she makes impact and falls to the ground with her helm spinning. A portal opened up and Optimus and Ratchet came running through. Ratchet had a device in his servo that looked similar to a remote, Bulkhead and Bumblebee saw it and guessed it was the device he was working on to help them get Arcee back.

Arcee started getting up with a servo on her helm. She looked at the bots and they saw her optics flicker to their original color they were used to seeing, something happened to the chip on that impact and it's starting to malfunction, "Bulkhead, watch where you swing that!" she says as she glares at Bulkhead.

They all look at her in shock, "Arcee, you remember?" Bulkhead asked.

"Remember what?" as soon as those words were out of her mouth she grabbed at her helm and started screaming in pain, "Guys, what's goin -?" before she could finish her optics went back to the way they had been, with no color or life in them. She looked at Optimus and glared, "I'll show you Autobots, I'm not weak!" she yells as she runs at Optimus.

Ratchet then presses a button on the remote he was holding and Arcee stopped in her tracks and grabbed her helm as it started hurting, worse than she ever felt before. Ratchet and Optimus run over to her but before they could so much as lay a servo on her she jumped up and kneed Ratchet in his abdomen before slicing him on his shoulder down his chest causing him to stumble back.

Ratchet manages to catch himself and he grabs at his shoulder as he looks at Arcee, _How do I keep forgetting how resilient she is, how tough she is?"_ He asks himself as he watches Optimus come up behind and grabs her, putting her in the same hold Bee had her in earlier. Arcee brings up an arm and while doing a little turn she elbows Optimus in the face making him stumble back and loosen his hold. She then slides her blade across his neck, cutting his neck cables as she goes to the ground. She lands on her feet and Optimus goes down to one knee, he holds his neck as he looks up at Arcee, "Arcee, we never said you were weak.. We don't think that at all, you're actually one of the strongest femmes I've ever met"

Arcee glared at Optimus, "Which is exactly why you keep trying to trick me into joining your side, trying to make me believe I'm an Autobot when I'm not. Megatron -" before she could go any further with what she was saying her helm started hurting again and she grabbed it with both servos as she yelled out in pain.

"The device is working" Ratchet informs.

"Arcee, we're not the ones lying to you Megatron is. He's the one telling lies, he's the one making you believe you're something you are not. You are an Autobot and one of my soldiers, not a Decepticon" Optimus says as he starts getting all woozy from losing energon out of his neck.

Arcee looks up at Optimus, "You..." her optics then turn back to their original color once more, "Optimus... help me" then in a split instant she changed back again and she ran up to Optimus and sliced at his chest just below his neck, she then pushed him back and he suddenly found himself on his back with her on top of him. Arcee could tell that she was close to finishing him off and she raises an arm to kill him off.

"OPTIMUS!" the others yelled. Bulkhead starts heading over to stop Arcee when he notices Arcee stop.

Arcee halted in her action and looked down at the Prime, "Arcee, I know the real you is in there trying to get out. Just fight Arcee, we believe in you"

Arcee's face softens up then turns back to the glare then softens up again as a hint of color returns once more, "Optimus.. I'm trying.. I've been trying all this time, I don't.. I don't want to hurt any of you" she says as a bit of lubricant escape from her optic.

"I know you don't, Arcee. Megatron is making you do all this"

Arcee opens her mouth to say something else but before she can get anything out she falls over onto the ground and passes out, whatever the device did to the chip caused her to lose consciousness. Ratchet goes over to her to check her vitals, "Ratchet, is she..?" Optimus starts to ask but couldn't bring himself to finish.

"She's still alive. Quick let's get her back to base before-" Ratchet was interrupted by a groundbridge opening up, he looks and sees Megatron coming through followed by Soundwave and Starscream and a bunch of drones. Bumblebee and Bulkhead grab the kids as the drones surround them.

Megatron walks towards Optimus and Ratchet with his blaster at the ready, "Unless you want your helm blown off doctor I suggest you step away from her"

Ratchet glared at him refusing to move. Optimus tried to get up but couldn't due to the injuries he got from Arcee, "Just do it Ratchet, none of us is in any shape to face him right now" Optimus says as he looks at Megatron.

Megatron noticed the state he was in and laughed, "Arcee did a real number on you, on all of you"

Ratchet continued to glare at the war lord as he moved away from Arcee. They could only watch as Soundwave walks over and picks her up then heads to the groundbridge. Bumblebee and Bulkhead glared at Starscream who had his missiles aimed at them ready to fire if they tried anything, "Hope you enjoyed your brief reunion. There won't be another one" Starscream said with a devilish smirk.

"No matter how hard you try or what you do you're not getting her back" Megatron says as he heads for the groundbridge.

"We'll see about that" Optimus says as he watches Megatron enter the portal. The rest of the cons followed leaving the Autobots where they are.

Ratchet started looking over Optimus as he tries to figure out how they're gonna get back to base as neither him nor Optimus aren't in any condition to drive, Optimus especially, "I know you didn't want to harm Arcee, Optimus but I wish you had did at least a little something to keep her from hurting you this badly" Ratchet scolds him as concern rises for the Prime's wellbeing.

"I suppose I should have, but I wanted to reason with her more... She was pulling through and she said she's been trying to fight it.."

"I heard" Ratchet says with a bit of a sad tone.

Just then they get a call over the comm. from Agent Fowler, "Prime, where are you guys? I'm at the base and no one is here"

Ratchet is the one to answer, "Agent Fowler, we need a groundbridge back to base"

"A groundbridge? Do you think I know how to work your controls?"

"I'll talk you through it and tell you everything you need to do"

Fowler lets out a sigh, "Alright. What do I do?"

Ratchet tells him everything he needs to do to open the groundbridge and a couple minutes later one opens up, "You did it!" Ratchet says ecstatically as he gets up and tries to help Optimus up, but he finds it difficult with his injuries so Bulkhead comes over and helps him. They all then go through the groundbridge and back to base.

* * *

On the Nemesis Arcee starts coming through though everything is all groggy, she doesn't hear or see much but she can hear Megatron and Knockout talking. Knockout said something about the chip being too damaged beyond repair and that it's no good anymore. She could feel her processor swirling as a pain shot through her helm, she tries to put a servo on her helm only to discover that they're strapped down.

"So you can't repair it at all!?" she heard Megatron shouting.

"N-n-no my lord, it's too damaged" she then heard Knockout respond with fear in his tone.

Then through blurred vision she saw Soundwave hand Megatron something, it was the remote Ratchet had used to fight the control of the chip, "Apparently the Autobots used this to damage the chip, no doubt to bring the femme to her senses" Starscream then spoke up as Megatron took the remote.

Megatron then let out an enraged growl as he crushed it in his servo then threw it down on the ground, "We better have another chip!"

"S-sorry my lord but that chip was the only one we had left" Knockout informed him.

"DO WE HAVE ANYTHING!?" Megatron shouts out in anger.

"W-we'll have to check" Breakdown responded this time.

"Very well, take a look and notify me when you find something. In the meantime -"

Arcee passes out again before she could hear what Megatron had to say next. She found herself in a dark void as images went racing by, images of her with her teammates, her real teammates the Autobots. Images of her past partners and images of her and Jack.. Jack.. The human boy she kept denying she knew, how hurt he must have felt to hear her say the things she said. Her teammates must be feeling hurt as well with everything she said, all the injuries she gave them. But they know It wasn't her, they know she was being controlled. She just wants things to go back to the way they had been with her being back at Autobot base and spending time with her teammates and their human friends. Racing with Jack, training with Bee, teasing Bulkhead for all the clumsiness and mistakes he would make. Get lectured by Ratchet for taking care of herself like she should, or getting a lecture/lesson from Optimus on how to handle your foe and battle strategies. She would give anything to wake up and find herself back at their base and hear Ratchet get onto Bulkhead about something he broke or the kids playing their video games. Wake up and see their friendly faces.

After some time Arcee finally wake up, her optics trying to focus as she looked around. Her vision isn't as groggy as it was before but she still had trouble seeing as she waited for her optics to get to fully functioning and clear. Her optics soon become fully functioned and focused and she sees where she is, in a holding room on the Decepticon war ship. Exactly where she found herself when she first woke up after being capture by the cons. She grabs her helm as she fully sits up, it's not hurting as much as it had before but it was still aching. She soon discovered she had chains on her wrists which connected to the wall behind her. She examined the chains then looked to the other side of the room as she heard a noise, "Who's there?"

A tall grey mech came out of the shadows, it was Megatron, the war lord himself. Arcee glared at him, "So you finally wake you. You were out for quite some time" Megatron said as he walked towards her. He gets down on his knees so he can be a bit more on her level and runs a digit down the side of her faceplate, tracing along the pink ridge she has on the side of her helm, "I wish you hadn't gone out and gotten yourself in that position, now the chip is useless.."

Arcee jerks back away from his touch, "You had no right to use a chip on me like that in the first place!" she says as she scowls at him and scoots back to get away from him, but she finds herself up against the wall, "How long am I gonna be in this holding room? Why don't you just kill me off?"

Megatron lets out a chuckle as he grabs her chin with his right servo and places his left servo on the wall, "This is just a temporary arrangement until I can find another way to get you under my control once more since the chip is no longer effective. I'm never gonna kill you off as long as I find you valuable to my cause"

"I'm not yours to control, I'm my own!"

Megatron let out another chuckle, "Keep thinking that dear, but as long as you're my prisoner you are mine to control whether you like it or not" he says as his face gets closer to hers, Arcee started thinking that he was gonna kiss her with how close he is and she started hoping and praying he wouldn't as she doesn't want to kiss this tyrant. But Megatron pulled away releasing her chin, he then stood up, "I'll send for you when we find something" he then walks out of the room.

Arcee pulls her legs up to her chest and she rests her chin on her knees as Megatron's words repeats over and over in her processor. She has to escape, but how?

 _TO BE CONTINUED..._

* * *

 _Yeah my mind and imagination really got away from me on this chapter. xD But hope you enjoyed it. ^-^_


	11. Chapter 11

**Ack, so sorry I took so long to update this, I had a lot going on with life and stuff and had some trouble with inspiration. But here's the next chapter finally! XD I had a bit of a hard time figuring out how I was gonna do the medical part for Optimus and everything, but thanks to a friend of mine who helped me I got it done. :) Anyways, enjoy! :D**

* * *

"What happened?" Fowler asked as Ratchet set Optimus on a med berth and got to work on his injuries, never minding his own.

"We were attacked by Arcee" Bulkhead replied as he helped Bumblebee over to another berth.

"She's still under Megatron's control?"

"She was, but we managed to destroy the chip. But the Decepticons came and took her before we could get her" Ratchet explained quickly as he tries to stop the energon flow coming out of Optimus' neck and chest, "I need your help Bulkhead!"

Bulkhead looked at him in shock, "Are you s-?"

"OPTIMUS' LIFE IS HANGING IN THE BALANCE RIGHT NOW AND THERE'S NO ONE ELSE TO HELP, SO GET OVER HERE!" Ratchet yells, interrupting him.

Bulkhead ran over to help, "What can I do?"

"Put pressure on the wounds!"

Bulkhead adds pressure as Ratchet goes to get some energon and sets up the energon machine and hooked it up to Optimus, along with an IV. He then transforms his servo into his welder and started welding together the wound on his chest since it's the most critical. By now Optimus had passed out from pain and energon loss. The others looked on as Ratchet frantically tried to save Optimus.

After over an hour of pinching circuits and welding metal Ratchet finishes fixing up Optimus and Bumblebee and is now finishing up fixing himself, with Bulkhead's help, as he leaned against a wall feeling exhausted. Optimus is still unconscious and Bumblebee had slipped into recharge and Ratchet was ready to slip into recharge as well but he had to finish up.

Fowler and the kids looked at the bots as they recovered from their encounter, they wished they could help but they knew nothing about Cybertronian medicine or their bodies, "Is Optimus gonna make it?" Fowler asked as he looked at Prime on the medical berth hooked up to machines.

"He's stable but it's uncertain right now, we'll have to see after we all got some rest"

"What do you think they'll do to Arcee now that the chip is destroyed?" Jack asked with worry.

"Not sure, no doubt Megatron will put her under his control again" Ratchet replied.

"Is there another way?" Miko asked.

"They could have another chip or they could use another way, there are a few ways to control a bot's processor" Ratchet explained as he welded up the last bit of his armor.

As soon as he finishes the alarm goes off alerting them of con activity, "Guess I'll be taking care of this on my own" Bulkhead said as he walked over to the controls to open the groundbridge.

"I don't think that's wise" Ratchet protests.

"I'm the only one who can" Bulkhead says just as more alarms go off to inform them of more con activity, "They're busy today"

"Of course, cause they know we're in no shape to stop them. What are they after?"

"Energon crystals it seems"

Ratchet lets out a deep sigh, "We'll have to let them have it this time..."

Bulkhead just sighed as he headed to his room, he knew arguing with Ratchet was pointless and he was exhausted. Fowler and the kids just watched the bots with worry, the fight with Arcee paid a heavy toll on them, both physically and emotionally.

* * *

::Lord Megatron:: one of the Vehicons come over the comm. link.

::Do you have the energon?::

::Yes, and no sign of the Autobots::

::No show up at all?::

::No my lord::

Megatron let out a dark chuckle, ::Excellent. Get the energon back here asap::

::Yes sir:: the Vehicon said before the comm. closed.

Once the comm. ended Megatron let out a dark, hearty laugh, "Arcee has rendered the Autobots useless, they can't even fight right now. Thanks to her things are starting to go our way" Megatron then turned around to face his crew, "Knockout, go see to Arcee and make sure she has no serious injuries, and make sure she has plenty of energon. She has proven to be an excellent weapon against Prime and his team and I don't want to lose her"

"Yes my liege" Knockout said with a bow before leaving.

"But, my lord, how will you control her with no chip?" Airachnid stepped forward and asked.

"There are other ways and I'm sure I will find a way which will give me full control, without any mishaps"

"Not to question your judgment sir, but I think I would suit better than that worthless -" Airachnid started saying when Megatron interrupted her with a growl.

"You and the rest of the Decepticons have been proving to be no match for the Autobots, none of you been able to take them down! But Arcee has beaten them down and rendered them useless and helpless! So don't second guess my judgment again Airachnid!"

Airachnid flinched back, "S-sorry my lord"

"With all due respect Lord Megatron, I have extinguished the Autobot Cliffjumper" Starscream pipes up, bragging as always.

"Yes.. How could I forget?" Megatron says sarcastically as he rolls his optics, "But have you been able to do any damage to the Autobots since? Better yet, to Optimus Prime?"

"Well I was about to kill him off that one time before you..." Starscream started but then trailed off as he realized his situation.

Megatron glared at him, "Please continue Starscream. Until I what?"

"Uhh... Nothing, you're right like always my lord. Arcee has been an excellent weapon against the Autobots and we must be sure to keep her well" Starscream responded as he shrunk before the war lord. Megatron just scoffed as he turned around towards the monitors again.

Arcee sat in her holding cell still going over what Megatron had told her. What makes her so special? Why wasn't it one of the other's? She wouldn't wish this on any of her teammates but she couldn't help but wonder why her and not one of the others. She then started thinking about her teammates, her friends, and she wondered how they were fairing. She wondered how badly she had injured them, she couldn't remember much of the fight just that Optimus, Ratchet and Bumblebee were injured pretty badly, Optimus especially, and by her own hands. She feels just horrible for what she did but she knows she wasn't acting on her own accord, and her team knows it too. How badly injured are they? Are any of the injuries fatal? Questions just keep running through her processor and it's starting to irritate her, mostly cause she can't find out the answers as long as she's in the cell. All she can do is pray that her friends are okay and aren't injured too badly.

Her thoughts were interrupted when she heard the cell door open and she looked and saw Knockout standing in front of her with medic supplies and energon in his servos. Arcee looked at the energon with hungry optics as she hadn't had any in a good while and was needing some, but at the same time she was weary. She doesn't trust the con medic or any of the cons, the energon could be poisoned for all she knows. She vows never to take any energon from them, not only cause she's weary of it but cause she doesn't want to give in to them, to not show she's weak and need their help. She just watches the medic as he approaches her, "Hello, Arcee. How you feeling?" Knockout asks as he squats down right in front of her.

Arcee glares at him, "Why do you care con?"

"I'm the medic, I'm supposed to care" Knockout responds trying to sound sincere, but Arcee wasn't buying it and she just hardened her glare. Knockout rolled his optics, "Lord Megatron wanted me to see to you and make sure you are fine. Which you are by the way" Knockout confesses, saying the last part with a smirk as he looks over her frame.

"Watch it Knockout or I'll mess up that finish of yours" Arcee threatened.

Knockout laughed at that, "How? You're chained up"

"I'm sure I'll find a way"

Knockout just laughs some more, "St-stop it! I-I can't t-take anymore!" Knockout says as he continues laughing. Once he stops he wipes some lubricant from his optic, "You're funny. Were you the comedian of your team?"

Arcee just glares at him and growls. Knockout then moves closer to her and she tries to pull back but to no avail, "Stay away from me!" she growls at him.

"You know, I liked you better when you were under Megatron's control. Well he'll have you under his control again soon"

Arcee tried to hold her glare but it started to falter as fear started taking over at hearing what he said, "He won't, I won't let him"

Knockout just laughs again as he reaches to run a digit down the side of her faceplate, "There's nothing you can do"

Arcee pushed his servo away and scowled, she wouldn't admit it but she knew he was right and it scared her a bit. She really needs to find a way to escape. Knockout just chuckled as he scanned her over, "Nothing serious, just some scratches and small dents, easy fix"

"You're not touching me!" Arcee spat out venomously.

Knockout just sighed and shook his helm as he placed some energon in front of her face, "Drink. Lord Megatron wants you fit and healthy"

Arcee grabs the energon cube, but instead of drinking it she throws it at Knockout making it shatter and leaving scratches over one side of his chest and his shoulder and energon dripping off his frame. Arcee smirked, "Told you I'd find a way"

Knockout started fuming, "HOW DARE YOU!? YOU'LL PAY FOR THAT!" he said as he got out his electric rod and got ready to strike. Arcee's smirk went away as a twinge of fear hit her for a moment but then left, she just closed her optics and prepared herself for the shock.. But nothing happened. She opens her optics to see the rod an inch from her frame and a tentacle wrapped around the medic's arm. Soundwave had stopped him from striking her.

"That's not wise" Soundwave says as he pulls the medic back.

Knockout growled and put away his rod, "I shall inform Megatron of your disobedience" he says to Arcee before leaving the cell.

Once Knockout was gone Soundwave turned to Arcee, "You shouldn't have done that"

"Why? If I don't want any energon I'm not gonna drink it and it served him right" Arcee snapped back, "I don't want any energon from you cons" she tried to sound harsh like she was with Knockout but for some reason she couldn't and her tone came out softer than she wanted, but there was still some bite in it.

"Why refuse and fight when Megatron's just gonna force you to drink it?"

Arcee just scoffed as she turned away from him and Soundwave just watched her, _Good thing she can't remember anything from when she was under Megatron's control cause it means she can't remember me telling her my feelings. Which is both good and bad in a way, but since she can't remember this situation is less awkward._ Soundwave said to himself as he continued to look at Arcee, it pains him to think that she doesn't remember but at the same time is relieved. It's also paining him to think of what Megatron will do to her after Knockout tells him about what just happened, he's gonna beat her until she submits. It hurts his spark to think about but there's nothing he can do, she's doing it to herself, "You're only making it harder on yourself. You're not affecting us in any way, only hurting yourself"

At that Arcee looked back up to him and he looks into her optics, the same blue and lavender color optics that mesmerized him the first time he saw them. He looked into them and started feeling relief and happiness that she has them back instead of the colorless and soulless optics she had before. Arcee scoffed again which brought Soundwave out of his trance, "Why do you care what happens to me?"

Soundwave just stayed silent, he wasn't gonna tell his feelings again until the right time.

Megatron was still on the bridge looking at the monitors, watching out for the Vehicons getting the energon so he can get them back to the ship when they're done retrieving it when Knockout walked in, "Knockout, how is Arcee doing?"

Knockout growled, "She has no serious injuries, just some scratches and dents which I can fix. But she's refusing medical care and she refused the energon I was giving her! She threw it at me and wasted it all over me as well as scratch my paint!"

Megatron turned around to look at him with rage in his optics, "She what!?"

"You heard right, she refused medical help and the energon" Knockout repeated as he looks at the scratches in his paint job with disgust.

Megatron let out an enraged growl as he walked past Knockout to head off the bridge, "She's trying to be disobedient I see, well I'll show her!" he says as he walks off the bridge and heads to Arcee's cell.

After a moment of watching Arcee Soundwave turns to leave the cell. He walks out and closes the door behind him then heads up the corridor, he then comes across Megatron heading towards the cell. Soundwave watched him as he passed then went to walk behind him, he knew this was gonna be bad.

Arcee looks and sees the two mechs walk into the cell and she feels a chill run over her frame as fear engulfs her when her optics lay upon an enraged Megatron. The war lord walks over to her then kicks her in the chest, then he bends down and punches her before grabbing her by the throat and lifting her up. He jerked her towards him with her body frame coming forward and her arms stretching out behind her, the chains rubbed against her servos as her wrist and arms started hurting, feeling like they were about to be ripped out of place. But she bared the pain as she looked into Megatron's red optics with fear in her own, "What's the meaning of this disobedience!? You dare refuse the offer of help I provide!? You will take the medical treatment and you will drink the energon we give you even if I have to force it down your throat!" he then slams her into the wall and releases her throat and lets her slide down to the ground, but then he slammed his foot against her frame pinning her to the wall, "I will beat you the scrap everytime you refuse and I will force you to take the energon whether you like it or not! Keep in mind just cause I see you as a valuable weapon and I don't want to lose you doesn't mean I won't kill you if you push me too far, cause I will still kill you if you push it!" he shouts as he looks down at her as he adds pressure onto her frame making it hard for her to function. She felt like her body was gonna burst like a human pimple when they pop it, as though her spark was gonna pop out of her chest with as much pressure that was being applied to her body. Errors and system failure warnings started popping up as she tried to keep her body functioning and tried to stay awake. Megatron then stomped on her, moving her body down to a laying position on the floor as he kept his foot on her body, "Do I make myself clear!?"

Arcee looks up at him as things started getting blurry as her vision started fading, her body was going into shut down. She opened her mouth to speak but couldn't get anything to come out, she couldn't get out any response to his question as her body started fading out and shutting down. Then darkness, nothing but darkness..

 _TO BE CONTINUED..._


	12. Chapter 12

**WARNING:** _This chapter has a bit of sexual assault in it, there's no rape so don't worry about that. There's just some touchy feely from a certain mech that can't keep his servos to himself. -_-_

* * *

Darkness was all Arcee could see all around her. She couldn't feel any more pain. Was she dead? Did Megatron actually kill her? No, she can't be dead, Megatron didn't beat her up that badly. Besides she knows the well of all-sparks isn't an empty void, she would be seeing lights right now and Primus if she actually was dead. She starts to feel confused and a bit scared cause she doesn't know what's happening. Then a light appears in front of her which scares her more, then she gets even more confused when she sees her two dead partners, Cliffjumper and Tailgate. They both come through the light and stand in front of her, smiling at her. Her confusion then turns to happiness as she runs to them and gives them a hug, so happy to see them. Then fear takes her again as she realizes, if she's seeing them then she is for sure dead.

Tailgate chuckles as he starts speaking, "You're not dead Arcee"

Arcee looks at him in confusion, "Then how am I seeing you two?"

"You're trapped in your subconscious. Megatron beat you until you blacked out and so you're here until you wake up" Cliffjumper chimed in.

"...I see..."

"Since we're basically a part of your thoughts you're able to see us in this state..." Tailgate said before taking a pause. He got this concerned look on his face as he continued, "Also we asked for permission to come talk to you while you were in this state so we can warn you.."

Arcee looked between the two and worry started to fill her as she noticed that Cliffjumper had a concerned look just like Tailgate did. She then mustards up the courage to ask the question, "Warn me about what?"

Tailgate and Cliffjumper look at each other then back to Arcee, "We believe that soon the Decepticons will do something to you that could make you lose yourself and forget who you are as an Autobot for good" Tailgate replies with sorrow in his tone. The thought of Arcee going through such things pains both him and Cliffjumper, and the thought of them not being able to do anything to stop it and protect her pains them even more.

"You must fight Arcee, fight to keep your true self" Cliffjumper adds in.

Arcee starts feeling even more scared after hearing this but she keeps her composure and won't show any signs of her fear. But she has to ask, "What does the Decepticons plan on doing to me?"

"We don't know for sure. All we know is that it's something that could make you lose yourself as an Autobot and become a Decepticon for the rest of your life unless you fight against it" Tailgate responds.

"You must fight back Arcee, fight back with all of your might. We believe in you, we know you can do it. Find a way to get back to team Prime" Cliffjumper puts in just before the two turn around to go back to the light.

"I will fight, I promise" Arcee says as she watches them return to the light.

The two turn to look at her one last time and give her a smile, "It's time for you to wake up now" they both say as they disappear into the light.

Arcee watches them disappear then feels a tug as she finds herself heading for a light as well. She soon wakes up to flashes of light shining into her optics, the light goes away and she can see she's on a medical berth in med-bay on the Nemesis with Knockout right in front of her. The surge of pain instantly hits her as she becomes more aware, she wishes she was still in the black void. She looks down to look at herself and notices she's strapped down to the berth, which is no surprise since she is an enemy and she's no longer under their control.

"Good to see you awake"

Arcee looks over to Knockout who was checking over her vitals, "How long was I out?"

"Almost two Earth days" he replies as he looks up at her, "Maybe now you know better than to refuse the help that is given to you. Would be best not to anger Megatron again, would hate to see your beautiful frame be turned to scrap" he then added with a devious smirk.

Arcee sneered in disgust and rolled her optics, "Why would you even care? I'm an Autobot, remember?"

"Well you still have the Decepticon symbol so that can make it a bit difficult to remember" Knockout said mockingly, "But even though you are an Autobot you do have a great body" he then added as he let his servo gracefully glide down her frame.

Arcee furrowed her brows in a scornful scowl as she struggles to get free and kick his aft, "Don't touch me!"

"Why not?" Knockout asked as he leaned down to get closer to her face. His servo then slid up to her breast plate and he started undoing it as he looked into her optics, grinning at the sight of her struggling. He removes the breast plates and fondles her breast as he kisses her on her cheek, going down to her neck.

Arcee is repulsed by this and struggles even more to get free so she can knock the smirk right off his face and break his servo. But no matter how hard she tries she can't get free so she's left to deal with what is happening. All she can do is hope and pray this will be stopped. But she's on a Decepticon ship and they don't care what the others be doing, and defiantly wouldn't care if one was about to rape an Autobot. So she just lays there and closes her optics as Knockout has his way with her, knowing there is nothing that can stop him. But just as he moves his servo down to her interface panel to take it off he's suddenly pulled off of her and thrown to the other side of the room.

Arcee opens her optics and looks to see who had saved her and sees Soundwave standing there next to her in a stance that shows he is ready to fight if Knockout wants to try anything. She looks at him in shock and is baffled why he would save her like this, but she is also really grateful.

Knockout gains his composure and gets to his feet. He then looks to see who had attacked him and interrupted his moment of pleasure, "Soundwave? Why are you here?" he asked with a hint of venom in his voice. He's quite upset he was interrupted but he wouldn't try to attack Soundwave or even try to get to the femme with Soundwave standing in the way, he's not stupid. Every con and bot knows about Soundwave's history as a Gladiator and all knows he's the best fighter in the Decepticons, with the exception of Megatron. Soundwave is Megatron's right hand mech for a reason.

Soundwave didn't bother answering Knockout's question and turned to look at Arcee. He scanned her over to make sure she was alright then he removed the straps and turned back around to watch Knockout as she put her breast plate back in place. Truthfully he is a bit turned on after seeing Arcee a bit exposed, but he has the decency not to force himself on a femme, especially a femme he hopes to win affections from sometime in the future. So he looks at Knockout and tries to get the image out of his processor and calm himself.

Arcee was glad Soundwave had turned around to face Knockout, not only cause she was exposed but also cause she felt a hint of blush creep up onto her faceplate. She starts wondering why she's starting to blush just cause Soundwave saw her partially exposed. She couldn't be getting attracted to him, could she? She remembers when he approached her in the holding cell she couldn't get too hostile with him and she couldn't figure out why. Why is she holding back from being too hostile with him? Why is she blushing right now? There's no way she could be attracted to him. No way in pit would she ever fall for a Decepticon. She pushes them thoughts out of her processor as she finishes clasping on her breast plates.

Soundwave continued to watch Knockout with a scornful look, but Knockout can't see it cause of the visor. He then decided to finally speak, "Don't ever.. touch her.. again" the words were put as a threatening warning towards the medic. Soundwave then turned back around to face Arcee again and helped her off the berth.

Knockout watches them and gets confused, "Where do you think you're going with her? She hasn't been cleared"

Soundwave looks back at him and made it clear she was leaving med-bay with him. Knockout just backed off and let the two leave, again he's not stupid enough to start a fight with the mech that is the best known fighter of the Decepticons next to Megatron. Soundwave turns back around and continues to help Arcee out of med-bay.

The two head to Soundwave's room with Soundwave supporting Arcee who is having trouble walking due to slight weakness from the beating and lack of energon. She knows she needs to get some energon in her systems but she's still skeptical about taking energon from her enemies, but she's starting to see that she'll have to take some of the energon if she wants to survive. She looks over at Soundwave who is steadily walking with her and helping her and she starts to see him in a new way. The way he stood up to Knockout and protected her, something she thought a con would never do. He came to her rescue when she had given up hope of being saved from that predicament and he seemed so concerned with her wellbeing. But why? Why would a con do such a thing for an Autobot? It was puzzling to Arcee but for the moment she decides to let it be and just be thankful he did show up and stop Knockout before it could go any further.

They get to Soundwave's room and they go inside. Soundwave closes the door and helps Arcee over to his berth. The room seems familiar to Arcee but she's not sure why. Has she been in this room before? She has no recollection of ever being in here but she feels as though she has. So many things are whirling in her processor, so many questions, it's starting to give her a helm ache.

Soundwave goes to a cupboard he has in his room and opens the doors and Arcee sees a stash of energon cubes inside, of course he would have his own little stash. Soundwave grabs a cube and closes the doors, he then turns and walks back over to Arcee and hands her the cube. Arcee is hesitant at first but she takes the cube and drinks it, it's the least she can do for the mech that helped her.

"Thank you.." she then says after swallowing the gulp of energon she had in her mouth, "..for helping me and for the energon. I am really grateful to you"

Soundwave just nods to show his appreciation of her gratitude.

"How come you don't talk?" Arcee asked him with curiosity.

Soundwave looked away as he debated on what to tell her. Then he looked back at her, "Just.. don't"

Arcee just slightly nods, she doesn't want to push it further and seem like she's trying to pry into his life. The two stay in silence for a moment as Arcee continues to drink her energon, when Soundwave gets a call from Megatron on the comm., ::Soundwave, meet me on the bridge::

"Stay here" Soundwave tells Arcee as he turns to head out of the room, locking the door behind him. Arcee just leans back on the berth and drinks the energon.

* * *

Soundwave gets to the bridge where Megatron is waiting for him and walks up to him. Megatron turns to face him, "Soundwave, I heard there was trouble in the med-bay earlier. Was our little femme being troublesome?"

Soundwave shook his head then played on his visor what he caught Knockout doing, "I see. So you intervened and stopped Knockout causing a dispute between you two" Soundwave just gives a nod, "You were right in doing so, Knockout should have kept his servos to himself!" Megatron growled a bit and sneered before getting a sly grin on his face as he came to the realization of something and got an idea, "You love her, don't you Soundwave?"

Soundwave just looks at him for a moment as he ponders on if he should tell him, especially since he revealed to him not long ago that he had some feeling for her. But in the end he decided to be honest no matter what consequence it may cause, he nods to confirm that he does.

Megatron lets out a chuckle, "I suspected as much. That's good cause I want you to mate with her"

Soundwave is confused to why he would want that and he starts playing the recording of Megatron confessing his feelings for the femme. Megatron turns away from Soundwave, "I know I said that to you not long ago, but I've been thinking it over and came to the conclusion that I more see her as a valuable weapon than a mate or lover of any sort. She impresses and intrigues me and I do have some feelings for her but I just can't see her as more than a weapon I can use against the Autobots, against Optimus" he then turns back towards Soundwave, "I've also noticed you have feelings for her as well, I been noticing it. So I decided to let you have her. Think of it as my reward to you for being so loyal all these millennias. It will also help keep her in the ranks as she can't leave her mate, and if she does leave you can follow her anywhere she goes"

Soundwave takes in everything his lord is saying and as much as it would thrill him to have the femme that he loves as his mate there's just one problem.. He plays the recording of Arcee telling him she could never love a Decepticon and will never be with him, which still pains him to hear.

"I see. It will be difficult since she doesn't love you and that would be required, but maybe the next device we use to bring her back under my control will help us with that"

Before anything else can be said Knockout comes onto the comm., ::Lord Megatron, I found something that will bring the Autobot femme back under your control once more::

::What is it?::

::Come to med-bay my lord and I will show you. But I will say it's something that the Autobots won't be able to counter with a simple remote device, would take a lot more to bring her back from this::

::Sounds promising already. I'll be there shortly to see what you found:: Megatron said as he ended the call, "You heard that Soundwave, we have something that could very well help" he says as he heads off the bridge and heads to med-bay. Soundwave follows close behind as he wonders what it is Knockout has found and wonders what it would do to Arcee.

 _TO BE CONTINUED..._


	13. Chapter 13

When Soundwave and Megatron get to med-bay they see Knockout and Breakdown standing in front of the screen with some Cybertronian text on it, one Megatron recognizes very clearly. Megatron walks up to the pair while looking at the screen, "Slave encoding?" he asks as his optics run over every bit of information in front of him.

Knockout and Breakdown quickly turn around to face him, "Yes my lord. It's known as the best way to control any Cybertronian, and the Autobots would need to do a lot more to reverse it, if they can. Slave encoding is known to be very hard to reverse, it would take a very skilled doctor"

"Like Ratchet?" Megatron asks with a slight growl.

"Uh well, if he knows how to.."

"I assure you Knockout, Ratchet is more than capable of reversing it"

"But they would have to get her back in order to do it and that would be very difficult to do since she's always watched" Breakdown adds in.

Megatron turns to the Vehicons that are in the room with them, "Go get Arcee out of Soundwave's room"

The Vehicons give a bow and head out the room and head to Soundwave's room.

* * *

Arcee sits in Soundwave's room with the cube of energon Soundwave gave her before he walked out. She stares into the energon as the words of her partners run through her processor, she must fight back. She's not sure what it is the cons plan on doing to her that could make her lose her true self but she really doesn't want to find out. She starts thinking of ways she could try to escape to prevent whatever the cons plan to do with her as she takes a sip of her energon. The doors then open and she looks up to see a couple of Vehicons walk into the room.

"We need you to come with us, Lord Megatron requests your presence" one of the Vehicons says as they move closer to her.

Arcee just sits there and watches them move closer to her as the words of her partners continue to run through her processor. Fight back. She throws the cube at one of the Vehicons catching him off guard and causing him to stumble back, while she jumps off the berth and throws a swift punch at the other Vehicon landing her fist right on his helm which knocks him to the ground and she throws another punch with enough force to go right through his helm and offline him. The other Vehicon comes at her swinging his arm to knock her out but she jumps up and dodges it while bringing up her knee to plant it right in his faceplate. She makes contact and knocks him back, hitting the ground with her knee smashing through his visor and crushing his helm. She gets up and runs out of the room then transforms into her motorcycle and drives through the corridors heading straight for the groundbridge control room. She knows she has to be careful cause she doesn't have her weapons, Knockout had disabled them after she was brought back from her last battle with the Autobots, her team, and they destroyed the chip that was implanted in her processor. So now all she has to fight with are her fists and her feet. Also her tires. She comes across another Vehicon who instantly transforms his hand into a gun and starts firing at her, she swerves left and right dodging each blast that comes her way. She then popped up to where she was on her back wheel only and headed towards the con, she hits him with enough impact to knock him down and she drives over him then drives off leaving him unconscious on the ground.

As she makes her way through the corridors she comes across more Vehicons and she takes them all down. But she hears one of them call Megatron to let him know the situation so she knows she's gonna have Megatron and Soundwave on her tailpipe soon. She goes as fast as she can while keeping an optic out for the war lord and his sound chief, but surprisingly there have been no sign of them. She makes it to the groundbridge control room and takes down the Vehicons that are in there before going over to activate the groundbridge. While doing so she hears the doors opening and she looks behind her to see Soundwave and Megatron standing there, but she will not let them stop her. She turns back around and quickly presses the button to activate the bridge and the green, purple and white swirls come to life as the groundbridge activates.

"Soundwave, stop her!" Megatron yells as he looks over to the mech standing beside him.

Arcee glances back at the two before jumping into the groundbridge, the last thing she sees is Soundwave running towards her before she's consumed by the all too familiar light which sends her to another location. She comes out on the other side and finds herself in a cave, an energon mining cave which the Decepticons had been mining for a while. She doesn't know exactly where the cave is located cause she was just pressing buttons and didn't pay any attention to what she was pressing, she was just trying to get off the ship before she was caught. But she doesn't really care, she's just happy she was able to escape and she finally got a taste of freedom. But her joyous celebration was short lived as she heard the groundbridge reopening behind her. She knows it can't be her comrades cause they wouldn't be able to get a reading on her with the location she's in, also they're too out of shape from the last fight they had with her to do anything at the moment. So it has to be one of the Decepticons. Her suspicions were confirmed when Soundwave came flying through the groundbridge with it closing behind him. He transforms in midair and lands right in front of her.

Arcee glares at him as she gets into a fighting position, ready to defend herself, "I'm not going back, Soundwave"

Soundwave looks at her, wishing there was another way around this. If only she hadn't escaped he wouldn't have to do this, "I'm sorry" he says as he sends out one of his tentacles straight towards her.

But she wasn't gonna get caught up in his tentacles again, that's how she was captured in the first place, so she dodges it and runs towards him with her fist ready to strike. She throws her fist at his visor but was unsuccessful at making impact as Soundwave lifts an arm and blocks her attack. She throws a few more punches with Soundwave blocking each one before he grabs her servo and slams her into the cave wall. She hisses in pain but quickly recovers and brings up her knee to ram it right into his abdomen. Soundwave was caught off guard by her quick recovery and wasn't able to block in time so her knee landed right on target which made Soundwave release her servo and stumble back a few steps. Arcee runs at him and jumps up slightly while bringing up her legs and she connects her knee and foreleg to Soundwave's chassis, knocking him back and slamming him into one of the big rocks that were sticking up from the ground. The impact was so hard it caused cracks to form in the rock and Soundwave could feel a wave of sharp pain shoot through his back. Arcee brings up her fist to give him another punch but Soundwave wraps a tentacle around her arm and slings her back causing her to land hard on the ground and go sliding. Soundwave stands up and walks over to her, watching her as she starts to get up. Arcee jumps to her feet and brings up a leg to give him a hard kick to the abdomen but Soundwave suspected it and he catches her leg, he then pulls her and slams her to the ground.

Arcee could feel her air cycle escaping her as she makes impact onto the ground. All she can do is gasp and hiss in pain as her systems try to recover from such an impact. Her vision is a bit blurry and she's starting to see double as she looks around for the mech that just took her down. She soon sees Soundwave come into her line of sight and just stand over her, watching her. She shakes her helm to get rid of the double vision and blurriness and starts getting up. But before she can get to her feet the ground starts to shake. Arcee and Soundwave look at each other as the shaking gets more violent, "Earthquake!" Arcee then exclaimed. She learned about earthquakes from helping Jack with his homework, there was one time he was studying earthquakes and learning how they work and she learned about it too as she helped him. Also they've been through a couple of earthquakes while being on Earth so they all pretty much know about it.

The two watch as cracks form in the rocks around them and the cave starts to crumble. Soundwave notices the ground starting to fall apart underneath them and he runs over to Arcee and helps her up and they start moving. They manage to get away before the ground swallowed them up but before they can get too far rocks fall in front of them, blocking their way out. A really big rock falls from the top and Soundwave pushes Arcee away just as the rock makes impact. The shaking then stops and Arcee looks around to see she's trapped, piles of rocks all around. She looks over to where Soundwave was and sees nothing but a pile of rocks, with his digits and a bit of his helm sticking out.

* * *

"Ratchet! Ratchet!"

Ratchet slowly opens his optics to the sound of Raf shouting his name, "What is it Raf?"

"Optimus is waking up"

Ratchet fully opens his optics and shoots up out of the berth he was sleeping on, completely forgetting about his injuries. Boy does he regret it now. He fell back onto the berth as very sharp pains hit him and he puts his servo on his chest. But he bares through the pain and gets back up so he can go check on Optimus.

"Ratchet.. Please don't strain yourself on my behalf" Optimus says as he watches his friend struggle.

"I may be injured but I'm still the medic and the only one we have. I need to check you over. Besides, my injuries aren't that bad" Ratchet says as he walks over to where Optimus is laying. He then checks his vitals and the patch up he did, "Everything is looking good. You should start making a recovery soon"

"That's great to hear" Bulkhead says as he walks over.

Ratchet then turns to Bumblebee, "Let's see about you now" he walks over to Bee and looks at the injuries, "You're already making a good recovery, but you also didn't have that big of an injury. It does seem that we're all starting to recover"

"That's great news" Optimus states, "Have there been anything on Arcee?"

All the bots start looking downcast, "No, nothing.." Bulkhead replies.

"Actually..." Raf pipes up getting all the bots' attention, "...that's the other reason why I woke you up Ratchet"

"There was a beat on Arcee's signal" Jack put in with hope in his voice.

The bots look at the kids in disbelief, "Really? Are you serious?" Ratchet asks.

"Yeah, it was very faint but it was her signal" Raf replies as he messes with his glasses.

"Where? Where is she?" Bulkhead asks with joy and excitement rising in his voice.

"In a cave that could possibly be an energon mine" Raf responds as he brings up the location he picked up, "The signal lasted only a few minutes but luckily it was enough time to get the location. Though I couldn't get her exact location, could only get the surrounding location. But I'm pretty sure it's a cave with energon deposit cause I was getting energon readings while looking into the location her signal came from"

"The Decepticons probably already discovered it and been mining it already. The signal may not have been much but at least we got something. Nice work" Ratchet says as he looks into the location Raf showed them.

"Now the question is, can we investigate it?" Jack starts wondering.

"Of course. Why wouldn't we?" Ratchet responds with his normal sassy tone.

"The only one in good condition to go is Bulkhead and there's the issue of the Decepticons possibly being there. If the cons show up Bulkhead will most likely be outnumbered" Miko states with great concern for her partner.

"I can very well take care of myself Miko. I know how to deal with them"

"Of course, but even you can't handle a gang of them on your own"

"Miko is right, you can't take on a group of them alone. But we also need to investigate, we can't lose this opportunity to get Arcee back" Optimus adds in.

"Since Bumblebee is already making a recovery he can assist Bulkhead" Ratchet informs before looking to Bumblebee, "Just don't do anything that could mess up the patch and reopen your wounds"

Bumblebee just nodded before getting up and stretching, he's just happy he can go out into the field and not be cooped up inside the base.

"Alright, it's all settled then. Open up the groundbridge to the location, Ratchet" Bulkhead says as him and Bumblebee head over to the groundbridge. Ratchet activates the groundbridge and the two go through with hopes of finding Arcee and bringing her home.

 _TO BE CONTINUED..._


	14. Chapter 14

Rocks crumble and fall to the ground as Arcee moves the rocks to free Soundwave. She's not sure what is compelling her to free this con but she's doing it. She keeps digging and shuffling through the rocks as more and more of Soundwave's body come into view, until Soundwave's body is out far enough where she can pull him out from under the pile. She uses all the strength she can muster to drag Soundwave over to one of the nearby rock piles and gently sets him up against it. Once he's set up she takes a look at his body to examine the damage, he is out cold but is still online which makes her feel relieved. But why is she feeling relieved he's still alive? I mean he has saved her, from Knockout twice and just now from the rocks, but he's still a con. So why is she so concerned? Must be the Autobot in her, she's very tough and can be mean but she also can be very kind and caring.

She continues to examine him and sees dents and scratches all over his body, and a deep gash on the top of his left arm. The piece of armor sticking out from his right shoulder is bent in and she notices another deep gash going across his right shoulder to the end where the armor connects with his neck cables. She looks to his helm and only sees scratches and a couple small dents, nothing that can do serious damage to his processor. She sees there's a big crack on his visor and a bit of it chipped off. She starts feeling a bit bad cause she knows he got all this damage cause he saved her life, he pushed her out of the way and got buried under the rocks. Why a Decepticon would do such a thing for an Autobot was beyond her, but she knew she had to return the favor and do whatever she could to save his life. With that in mind she gets her small med kit out of her subspace and begins with stopping the energon leaking out from the gashes. Once the energon stops leaking out she moves on to the wires sticking out and sparking slightly. She grabs her flashlight from the kit so she can see better and she carefully sets the wires back into place, she knows with one wrong move or the slightest misplacement could cause a malfunction in his right side where he will have trouble using that arm and shoulder. Once she's done with the wires she grabs the wielder from her med kit and starts wielding the metal back together.

When Arcee gets half way through the wielding Soundwave jolts awake causing Arcee to stop wielding and pull back before she accidentally wields her hand to his shoulder. She then pushes Soundwave back against the rock pile as she saddles him, trying to hold him still to keep him from moving so he doesn't worsen his injuries.

"Soundwave, I need you to hold still"

Soundwave looks at her then looks at his right shoulder, he then does an internal scan and finds all sorts of injuries. He notices the state his visor is in but he's not too concerned with it right now. He then hisses when he feels a really bad pain and some burning on his shoulder, he looks and sees Arcee wielding his wound.

"What happened?" Soundwave asks in a voice that Arcee doesn't recognize. Arcee stops wielding and looks at him in surprise, "What?" Soundwave asks in confusion.

"You're using a different kind of voice. Is that your voice?"

Soundwave becomes shocked at the realization that he used his own voice. He didn't even know he was, he hadn't used his real voice in a long time. The last time he spoke was before the war, once the war started and he changed his body form he vowed to stay silent until the war ended. But he broke that vow now and he talked in front of the femme he loves. She must be the reason for it, "Yes, it's my voice"

"Huh, I have to say I like that one more then your fake ones" the words slipped out of Arcee's mouth before she could stop herself. She just widened her optics in shock and went back to wielding, hoping he would just forget she said that.

But Soundwave wasn't gonna forget something like that. He just got a compliment from the femme he loves, he's for sure gonna treasure this moment. He decides not to say anything in fear of ruining this moment and just watches her finish wielding his shoulder.

"To answer your question, you were buried under a pile of rocks after you pushed me out of the way to save my life"

"Oh yeah, now I remember. It was all a bit fuzzy but I remember now" he says as he looks down and finally comes to the realization that she's sitting on him right over his cable area. He feels a blush creep onto his cheeks as he wonders why he didn't notice before that she was sitting on him like this. He should have sensed it, especially seeing that she's so close to him. Is he paralyzed? He starts moving his legs and once he feels them move he feels relieved that he is not paralyzed. It must be because his processor was all fuzzy and he's still trying to comprehend what's going on. He's just glad his visor is still covering his face enough to where Arcee can't see his blush. He notices his spark rate picking up and his helm starting to spin as he watches Arcee work. He wants her so badly it hurts. He would never want to hurt her but since Megatron gave him the demand to mate with her he'll have to do it.

The moment he was so much enjoying was soon over as Arcee finished wielding his shoulder and she got up to move over to his left side. Sure she was still really close to him but he still hated that she moved. He continued to watch her as she started working on the gash on his arm, "What are you gonna do about your visor?" he heard Arcee ask which brought him out of whatever trance he was in.

"Huh?"

"What are you gonna do about your visor? It seems really damaged. Can you even see?"

"I'm gonna fix it myself. I can see a bit but not all that well"

"Want me to help?"

"I appreciate the offer but I rather fix my visor myself"

"Fair enough" Arcee says not wanting to push it. She's been slowly learning how Soundwave operates and one thing she's learned about him is that he doesn't like any bot messing with his visor. Her attention was taken from the gash on his arm to his face when she heard a clicking sound and she sees him beginning to remove his visor. Soundwave is hesitant but he manages to bring himself to take it off. Arcee gets her first good look at his faceplate and she's astonished at what she sees. This mysterious mech that always hides his face behind a visor has such a smooth and beautiful face. Makes Arcee wonder why he hides it behind that visor. Soundwave looks over at her and she sees his optics which happen to be purple, she's surprised as she thought his optics would be red like the other Decepticons. Though come to think of it not all of them has red optics, Breakdown's optics are yellow and Airachnid's optics are pink. Now she knows that Soundwave's optics are purple, and a beautiful shade of purple too. She looks away from his face and back to the wound she's working on as she realizes she was staring too long. She just hopes Soundwave didn't notice and that he doesn't notice the little blush that started tinting her cheeks. She's starting to see Soundwave in another way and she's kicking herself for that. _HE'S STILL A DECEPTICON!_ Arcee yells to herself as she shakes off whatever feelings she might be getting for this mech.

Soundwave did notice her blush and the way she looked at him but decided not to say anything and just looked at his visor to see how he can fix it. He tried to focus on his visor but his processor kept drifting to the femme next to him and he started wondering how she got into the war, "Arcee, if you don't mind me asking. How did you get into the war? What made you become a soldier?" he asks out of complete curiosity. He wants to get to know her more and sees this as the perfect opportunity to, hopefully.

Arcee looks up at him for a brief moment then looks back to his arm. She starts debating with herself if she should answer the question. Why would he ask that? No doubt to get dirt on her that he could use later. But he's the eyes and ears of the Decepticons so he could easily find out anything. All she can think about is what kind of game he's playing and why he would want such info.

"I know you don't trust me and I don't blame you, we're enemies after all. But I give you my word, I'm asking out of pure curiosity and just wanting to get to know you better. I won't reveal anything we say in this cave" Soundwave speaks up after a moment of silence.

Arcee looks at him suspiciously, she has trouble believing that. But after looking at him for a moment and studying him she sees that he is sincere. Though she also knows the Decepticons are really good at faking sincerity. But no matter how hard she tries she can't get rid of this feeling that she should tell him everything, just tell him her whole life story. Even though she doesn't fully trust him. She shakes her head, "Not to seem rude but I'm not telling you anything of my past. Not even my comrades know the full story of why I joined, so I'm sure not gonna tell a con" she states as she finishes with the mending.

Soundwave gives a slight nod, "Understood.." he's disappointed she won't tell him but he's not going to push it. After all she sees him as her enemy and nothing more, so he figured she wouldn't say anything but he thought he'd ask anyways.

"All done. Is there any other injuries that you can detect that I might have looked over?"

"There is but it's nothing serious"

Arcee just gives a nod of understanding then puts her medical supplies back into her med kit and puts it back into her subspace, then she sits next to him against the rock pile.

 _TO BE CONTINUED..._


	15. Chapter 15

**Hey everyone! I'm so sorry for taking so long to update this, I was having a bit of writers block. Every time I tried to think of what to write for this chapter I always ran into a blockade. But I finally got an idea and was able to get the chapter out! I have not abandoned this story if anyone was thinking that, I still very much intend to finish it. ;)**

 **Enjoy! :D**

* * *

Bulkhead and Bumblebee arrive on the other side of the groundbridge, just outside the cave Raf believes Arcee to be in. They scout the area and find the cave entrance blocked, :: We're at the cave but it appears there was a cave in. ::

:: That's probably why Arcee's signal cut out. She must be trapped in there. :: Jack responded over the comm..

:: Well if she is in there we'll dig her out. ::

:: Just be careful. You could cause more rocks to fall and crush her. If she isn't already. :: Ratchet voiced in.

"Are you kidding? This is Arcee, she won't get crushed by some rocks." Bumblebee buzzed.

:: 'Bee's right, Arcee is tough. But I will be careful not to cause another rock slide. ::

:: Just inform us when you make any progress or when you find her. ::

:: Will do. :: Bulkhead cut off the comm. and him and 'Bee began moving the rocks.

* * *

"What has happened!? Why haven't Soundwave returned with Arcee yet!?" Megatron's voice echoed throughout the bridge.

"We're not certain sir. We can't get in contact with him and we lost his signal." One of the Vehicons working the computers responded.

"How long has his signal been out?"

"Almost an hour my liege."

"AND I'M JUST NOW FINDING THIS OUT!?"

"Sorry sir, we thought his signal would be back soon. We-"

"Enough of your excuses! What is his last location!?"

"Where the femme went, sir. Which was an old mining cave."

Without another word Megatron walked off. He got a group of soldiers together and headed to the groundbridge control room. He looked up the coordinates used by Arcee and Soundwave and he activated the groundbridge. Once him and his team made it to the other side they found themselves in a cave surrounded by fallen rocks.

Megatron could tell right away the cave was unsteady, "This is why Soundwave hadn't returned yet. Him and Arcee must be buried underneath these rocks." He then turns to face the Vehicons that are with him, "Start digging carefully. We don't need to cause another cave in."

"Yes sir." The Vehicons all said before getting to work.

* * *

Soundwave looked at his visor as he examined the damage. It's not damaged beyond repair, thankfully, but it is bad enough that he can't fix it right now. He would have to wait until he gets back to the Nemesis where Knockout can help him fix it.

Soundwave couldn't help but scowl at the thought. After what he did to his Arcee - wait, not his Arcee - after what he did to Arcee he can't stand the thought of being in the same room as that mech. But he knows he needs his assistance if he wants his visor fixed properly.

Soundwave looks over to Arcee who is now laying on the ground in stasis. He's surprised she even feels comfortable with him enough to sleep in his presence, especially after she was just telling him how she doesn't trust him. Either she has at least a little bit of trust in him or she's just that tired. Most likely the latter. But still, Soundwave feels slightly relieved to think she might trust him a little bit.

He still remembers when he realized he had feelings for her. It was at the time Starscream had captured her and hounded her for the coordinates to Optimus' location. Soundwave had already known about her, he had heard many stories of her abilities and fighting skills. But it wasn't until he had seen her in person, her feistiness and sheer determination not to fall to Starscream and give him the information he desired. The fire in her optics as she defied Starscream, making her look dangerous and beautiful, just woke something in Soundwave and made him start feeling things he never felt before, things he didn't know he was even capable of feeling.

But at the time he just shrugged it off as a sort of malfunction. He listened to Starscream rant about how he can't get the two Autobots to give the coordinates they posses and he just rolled his optics as he came up with the solution for him, as usual. He taps Starscream on the shoulder to get his attention, once Starscream turns to face him he points to the location of Shockwave's lab. Afterwards he felt a ping of guilt and regret. But why? He could care less about what happens to these Autobots, so he shouldn't feel any regret sending them to Shockwave.

It was after Starscream left with the two that Soundwave realized he was concerned for Arcee, more than he should be. For the first time he was wondering if he did the right thing. But he quickly shook that away, of course he did. They're the enemies, she's his enemy. He started hating himself for feeling concerned for an Autobot, and these damn feelings that are so new to him. Surely he's not falling for her, he can't be.

Soundwave hated himself more for even thinking such things and feeling these feelings. She's the enemy. He went on with his duties to get his mind off it and thankfully it worked. But after a while he got word that Arcee and the mech had gotten out of Shockwave's lab and they managed to escape through a groundbridge, after taking out Shockwave and the other Decepticons. Starscream of course coward and fled. Then there was a blast as something blew up.

After hearing about it all Soundwave could only feel relief that Arcee managed to get away unharmed. But afterwards he pushed her from his processor, he wanted to forget her and the feelings she caused him to have. It worked for a while since he didn't have another run-in with her after that. He hadn't even heard anything about her, which made it really easy to forget about her for a while.

Until they went to Earth.

After some time Soundwave discovered that Arcee was there with team Prime. The two sides had their fights but he never saw her, only heard of her from those who encountered her in battle. It would seem she had gotten more fierce. The feelings started stirring again and once again he hated himself for it.

Throughout their time on Earth he had no encounter with her, until the day she came onto the ship with that mech, Bumblebee. They were looking for a cure for Optimus cause he had gotten sick with the virus Megatron had created long ago. It was after they retrieved the cure from Megatron's mind that they discovered their presence.

The two were already in the process of leaving through the groundbridge, he noticed that Bumblebee had made it through already but Arcee had to stay behind to shoot out the support cable from Megatron's chest. Soundwave didn't know what came over him but he couldn't let her get away, so he threw out his tentacles and caught her legs in time before she got through the portal.

He pulls her in to where she's between him, Starscream and Knockout. He sees her bring out her blades but he isn't fast enough to prevent her from cutting his tentacles. While he's recovering from the pain he sees her jump up and swing her leg at him to kick him. But again he was too slow to bring up his defense and he gets kicked in the side of his helm.

What in the pit is wrong with him? He's always on top of his game. So why is he having trouble with this blasted femme?

When he looks at Arcee again he sees her heading to the groundbridge that is still open, he can't have that. He catches her with his tentacles again but this time he slams her onto the floor, then he retracts his tentacles and places a foot on her to keep her down. He can't believe he's being this ruthless with her, but there's something in him that just won't let him allow her to get away.

"You're our prisoner now, Arcee. Well done Soundwave. Now take her to the brig."

Soundwave heard Starscream speak and he looks over to him to see him pointing a missile at her. Now it's really starting to sink in. He's captured her and the groundbridge had disappeared, taking away her opportunity to escape. She's their prisoner and at their disposal to do with her as they please.

It's now hitting Soundwave as he watches Arcee sleep that she's in this mess because of him, because he couldn't let her get away. But he's not too sorry for it. After all, they wouldn't have had the moments they had if he hadn't captured her. Megatron even told him he can make her his mate, he ordered him to make her his mate. The idea excites him. But he can't force it on her, he needs to win her affections if he's gonna make her his.

He knows he's not the only one to have feelings for her. Starscream had feelings for her from their first encounter. He always tried to hide it with his aggression towards her but Soundwave can tell he has a slight crush on her. But he's too egotistical and too focused on trying to rule the Decepticons and the universe to try anything. Instead, he just tries to kill her. So he doesn't have to worry about him.

Knockout is also attracted to her, but he's also too set in his ways to try a decent approach. She certainly won't want anything to do with him after he tried to rape her. So he doesn't have to worry about him either.

Megatron would have been the greatest challenge of them all, but thankfully he decided not to pursue his feelings. He only wants to use her against the Autobots, he has no desire to actually make her his. Besides, Soundwave can tell he still has feelings for Optimus. Even though he tries to conceal it Soundwave can still tell.

So there really is no one that can be much competition, except the Autobots. But Soundwave isn't too worried about them, they seem to only see her as a teammate and nothing more.

Arcee starts to stir and he pulls his attention from her back to his visor and examines it some more. He just needs to give it time, he'll get her affections eventually.

* * *

 **Hmm... Who will get to the pair first? LOL**

 **I'll try not to take so long to update this time. Here's hoping I don't run into another blockade. xD**


	16. Chapter 16

_"Arcee, wake up!"_

 _Arcee opens her optics to see her sire shaking her, "Sire? What's wrong?"_

 _"The Decepticons are here, we need to go."_

 _Her sire tugs her out of her berth and she stands up. Since she's still a young bot she hasn't had any experience in battle just yet. She's been trained by her sire since she was able to walk but she never seen a battlefield. But she knows all about the Decepticons and the chaos they've been causing all across Cybertron. She's now becoming of age where she can join the battle and she's very anxious to get onto a battlefield and destroy some Decepticons._

 _Her sire grabs her servo and pulls her as he begins running, "Let's go, your mother is waiting for us." He tells her as they run out of her room and down a hallway. They run down the flight of stairs and head to where her mother is waiting for them._

 _When they get close to their destination they're blown back as a bomb hits their house and blows up that portion, "NOOOOOO!"_

 _Arcee can hear her sire shouting but she's too disoriented from the blast to register what is happening. She gets up off the floor and goes over to her sire but he rushes off towards the section that was just blown up. Arcee follows as her processor starts clearing up and she soon realizes what got her sire so upset, "MOTHER NO!" She runs over to her body which is half sticking out from under some debris. Her spark drops when she realizes that it's too late to save her, she's already gone._

 _Arcee feels her sire pulling her from her mother's body and trying to get her to run but she feels numb, like none of her limbs wants to function. Her sire drags her out of the house and into the streets where they see hundreds of bots running and trying to get out of the city as Decepticons fly overhead releasing bombs and blowing up one building after another. Some Decepticons landed and started attacking the bots that were trying to flee._

 _Loud booms could be heard all around as buildings blew up and crumbled, pillars of smoke coming out of them and filling the sky as fire licked at the metal. Ambers could be seen coming from the firing and going into the sky with the smoke and floating overhead of all the bots scurrying around. Arcee saw a group of Autobots running in to take on the Decepticons. The two sides clashed as the rest tried desperately to get out of harms way._

 _Arcee's sire took her to one of the Autobots headquarters - he's a soldier just like she wants to be - and he goes to the nearest general he finds, "Take her and turn her into a warrior."_

 _Arcee looks at him in shock, "What?"_

 _He looks at her, "You're of age now, Arcee. Remember what I taught you, you'll do great. Make me proud."_

 _"Where are you going?"_

 _"I have to fight and defend the city. You're in good hands. I'll find you after we've won. I love you."_

 _A drop of black liquid escaped from Arcee's optic, first she lost her mother and now her sire is leaving, "I love you too father."_

 _He smiles at her then runs off to join the fight. Arcee stands there watching him leave as her spark starts to crumble._

Arcee opens her optics and blinks back the black liquid that is threatening to come out. Why did it have to be a dream of that memory? She sits up and stretches then looks over to Soundwave who is still examining his visor. Good thing she blinked back the black liquid cause the last thing she needs is this 'Con seeing her cry. But she runs a digit over her optics just to make sure.

"Are you ok?"

Arcee looks at Soundwave again and sees him looking at her with concern. Wait. That can't be right. Why would he be concerned? She just brushes it off, "Yeah, just had a bad dream. Can you fix your visor?" She asks trying to change the subject.

Soundwave took the hint and dropped it, he looked at his visor once more than set it down, "I'll have to get Knockout to help me fix it."

"You can't even make a groundbridge to get us out of here?"

Soundwave shakes his helm. He really wishes he could cause he hates being in a tight spot like this where he can't transform and fly or do anything. But they're stuck there until either the Decepticons or the Autobots dig them out. He knows the Autobots will be digging through and looking for them cause he's sure they got a glimpse of her signal before the cave in happened. He hopes it's his team and not the enemy.

Soundwave releases Laserbeak from his chassis so he can examine him. He looks him over and sees some dents and scratches. There was a deep dent on his wing which caused some slight damage, which means he's not gonna be able to fly for a little while. He places Laserbeak in his lap and he holds him down with one of his tentacles as he sees how he can get the dent out of his wing. He looks over at Arcee who is sitting there watching him.

"Do you have something in your med-kit that can get dents out?"

"I should." She brings her med-kit out of her subspace again and opens it to look. She finds a hammer that is just right to get out dents, "Here we go."

"Can you help me get the dent out of his wing?"

"Sure."

Since she's on Soundwave's left side and the dent is on Laserbeak's right-wing she moves to get to his right side. But instead of going all the way over to the right side she just swings her leg over his lap and sits there in front of Laserbeak. She leans over to take a look at his wing and she puts the hammer underneath the wing where the dent is and starts hitting the hammer against it.

Soundwave's spark starts pulsing very fast like it had when she was in his lap earlier, but he shakes it off cause it's just to help Laserbeak. He feels Laserbeak start to struggle to get away but he puts a tendril on his little helm and he soothed him and calmed him down. Arcee watched him and was surprised at how gentle he is, she never thought a Decepticon could be gentle with anyone or anything. But Soundwave is very gentle with his pet, and he's been quite gentle with her too. He has never harmed her or spoken ill towards her.

Of course he did kick her aft not long ago in their fight, but she could tell he didn't really want to. He had orders to bring her back and she was refusing to go back. She wanted to be free, she wants to be free. So he had no choice but to fight her and beat her so he could take her back. Then he saved her life by putting himself in harms way.

"What made you join the Decepticons?" The question fell out of her mouth before she could even process it. Once she realized what she just asked she didn't give any reaction or retract the question since a part of her really does want to know.

Soundwave turns his attention from Laserbeak back to Arcee. He's not sure if he should tell her about his past, but maybe it'll help her trust him and open up to him, "I was a Gladiator like Megatron. It's where I met him, I even fought in the same arenas as him. I got to know him and found him to be a pretty good mech. So when he decided to rise up against the council after they chose Orion to be Prime instead of him I followed him…"

Arcee kept listening as she got back to work on Laserbeak's wing. It didn't really surprise her that Soundwave had been a Gladiator before the war, as good of a fighter he is he had to have some sort of fighting background especially since Megatron himself made him his right-hand mech.

"I believed in what Megatron said, I believed he would make a better world for us. I still do. Seeing what the council was like got me following him even more."

Arcee paused, "What do you mean what the council was like? They were good bots. The only thing they did that you would consider wrong was choosing Orion Pax to be Prime instead of Megatron."

"You think that cause you didn't know the council, you don't know what they did in secret."

"And you do?" At this point she's starting to feel aggravated with him.

"Yes. I had been on the council."

Arcee looks surprised, she didn't know he used to be on the council, "What happened?"

"I was put on the council by Megatron to keep watch over them. I witnessed first hand just how unfair and unjust they were. Everything had to be to their standards none was allowed to have an opinion outside their own. They wouldn't even acknowledge your opinion if it didn't fit their standards. They cut down any who would show any kind of support to the Decepticons, even those who only associated with ones who supported Decepticons were cut down. They put dozens of bots out of their homes and onto the streets…" Soundwave had to take a moment to calm himself, the memory of it all really angers him.

Arcee doesn't want to believe him, she wouldn't believe him if it wasn't for the sincerity she sensed in his voice as he spoke and the way he's acting right now. She can tell talking about it really upset him, which means there is truth behind his words, "I was just a young bot when it all happened. I didn't know much about the council except what I heard from my sire. But he didn't even tell me much, I just knew that they had chosen a new Prime and later Megatron rose up and the war started. The next thing I heard the council had been taken down by you guys. I was just a couple years away from the age where I could join the battle when it all started."

She gets back to work on Laserbeak's wing and Soundwave looks at her. It never occurred to him how much younger than him she is. But that doesn't really matter, she's old enough to be in the battle then she's old enough to take as a mate. She's plenty old enough since the start of the war was millennias ago, "Of course you didn't know what was going on with the council. Not many did, they fooled a lot of Cybertronians. I didn't know you were that young when it all started. You must have been in a good safe place to survive until you came of age to join the battle."

"I was, my sire kept me and my mother in a safe place. It was a city that you guys didn't know about for a while, until…" She paused again and looked up at Soundwave, "You guys somehow found it and attacked it one night. Putting us out of our homes."

Soundwave remembers there was an Autobot city they had been searching for for a long time. They knew the city was hiding a good portion of Autobots including Autobot soldiers that would just vanish off their radar. Neither him or any of the other Decepticons knew how they managed to conceal the city from them or even themselves while they were in the city. But they did and it baffled them.

He sent Laserbeak to follow one of the Autobot soldiers one day to see where they vanish to and find the city and sure enough, Laserbeak was lead right to the location of the city they were looking for. Once Soundwave retrieved the information from Laserbeak he told Megatron and Megatron sent an army of Decepticons to attack the city. If he had known the future love of his life was in that city he would have kept the information to himself. But he didn't know, he didn't even know Arcee had existed. At the time she was just another Autobot in the city that needed to be destroyed. He's thankful that she survived and is here with him now. She has gone from the nameless Autobot he was trying to kill to the love of his life that he wants to mate with.

He notices that she had gotten back to fixing Laserbeak's wing and after a couple more hits she was done, "That should do for now. You can do what you need to when you get back to the ship." Arcee says as she puts the hammer back into the med-kit.

He pays no attention to her words and just watches her put the hammer back into her med-kit and put it back into her subspace. He can't help but wonder…

"How did you survive the attack and make it out of the city?"

* * *

 **I'm gonna have to leave it off there as this chapter is already pretty long. I honestly didn't intend for it to get this long, especially not before I had put in everything I wanted to put in, but it happened. I wanted to have them kiss but since the chapter ended up going a bit longer than I intended I had to leave it out, so the kiss will be in the next chapter. ;D**

 **Also please excuse any mistakes that may have been made with the process of fixing Laserbeak's wing, I don't know too much about Cybertronian medical stuff. Well, don't really know that much about medical stuff anyways. xD I tried my best.**


	17. Chapter 17

"How did you survive the attack and make it out of the city?"

The question settles in Arcee's processor as she looks at the mech before her. Since he told her his backstory she feels obliged to tell him hers. But can she trust him? She knows it's been many years and none of it would matter now, but it's something personal to her. But when she looks into his purple optics she can't help but feel calm as she starts to feel like she can trust him. She doesn't know what's going on but she suddenly starts talking, spilling everything like he's become her best friend.

"My sire got me out. He took me out of the house and we went through the streets, through the chaos of everything that was happening. We didn't stop until we reached the military training unit where he worked at and trained soldiers."

"He was a soldier?"

"Yes, and a great one. He taught me how to fight and made me who I am today. He left me at the unit with a couple of his most trusted soldiers so I could get the special training I needed to become a warrior. They lead me and other civilians to a secret tunnel that was an emergency escape way in case the city was ever attacked. The tunnel lead us outside the city and we fled."

"What happened to your sire?"

"He went to counter the Decepticons and I never saw him again. I lost both my sire and my carrier that night."

Soundwave's spark sunk at hearing that. It pains him greatly to know that he's the cause of the death of his future mate's sire and carrier. No wonder Arcee despises the Decepticons so much. He wants to tell her the truth but he just can't, even though he knows she's bound to find out later he can't tell her. He can't stand the thought of her hating him even more than what she already does, because then she'll never come to love him back.

So in order to change the subject, he decides to ask about something he had been wondering about all these years, "Did the city really transform? I've heard stories of it from Decepticons that managed to survive but I found it hard to believe."

Arcee widens her optics in shock, she didn't think any Decepticons lived to tell about what happened. She still remembers driving away from the city and looking back in her rearview to see the city start to move. She watched as two servos extended out of the sides of the city and smashed into Decepticons flying overhead, making them crash into the ground. Other Decepticons fired upon it as it started transforming into a bot but the blasts did nothing, didn't affect it one bit.

"Yes. It's how we were able to stay off your radar. I had heard stories about the city we were living in being a transformer but I never really believed it until I saw it transform that night to fight off the Decepticons. It took them down with such ease."

"And you left such a safe haven?"

"No, we went where ever it did."

Soundwave reached up and wiped some black liquid from her optic that she didn't even know had escaped. She stared at him as he gently caressed her cheek, "Your sire did a great job. You're such a great fighter and the toughest femme I've ever met. As well as the prettiest."

Arcee stares into his optics as he moves closer to her face. She knows she should pull away from him but she can't, his optics are so alluring it's like they're sucking her in and she can't escape. His lips touch hers in a soft and gentle kiss, she tells herself that she really should be pulling away because he's a Decepticon and her enemy but she doesn't move. She starts kissing back then closes her optics as the kiss gets more passionate.

Soundwave moves Laserbeak back onto his chassis before he pulls Arcee closer to his body. He feels her arms snake around his neck and his spark jumps for joy. The love of his life is in his arms and returning his kiss. His cable starts to harden as it begins pressing against his interface panel. What he wouldn't give to be able to frag her right now. To just pound her into the dirt-covered ground they're sitting on. His servos glide over her back, making her shiver before they settle on her aft. He pulls her forward a bit more to where her interface panel was right over his.

The two breaks the kiss when they hear drilling coming from the other side of the rock. They look over to where the sound is coming from and Arcee gets up from Soundwave's lap, allowing him to get up off the ground. Arcee knew better than to hope for it to be her team because she knows only the Decepticons have drills. She can only hope that her team will manage to break through before them or just as they do, just in time to save her from being taken captive again.

Soundwave, on the other hand, was more than happy that it's his side and not the Autobots. Of course he's a bit disappointed and irritated right now that they came just as things were happening between him and Arcee but at least he doesn't have to worry about being taken prisoner. He picks up his visor and puts it back on just as the Vehicon drills through the rock making a pathway to them.

Megatron goes through first with the Vehicons right behind him, "Soundwave, glad to see you're still alive and doing well. You too Arcee. I can't afford to lose my greatest assets."

Arcee glares at him as her spark sinks. The Decepticons broke through and her team is nowhere to be seen. She tries to think of a way she can get out of this but there is none. Being trapped in a cave she has nowhere to go and no way to escape. She looks over at a rock pile when she hears some noises coming from the other side of it. When the rock pile is removed she can see two of her teammates.

Bulkhead and Bumblebee carefully remove the rocks out of the way to see Arcee standing next to Soundwave with Megatron and some Vehicons standing in front of them. Bulkhead and Bumblebee transform their hands into their weapons and points them at the 'Cons, "Give us Arcee and you won't get hurt." Bulkhead says as he looks at them menacingly.

Megatron laughs, "Do you seriously think you're a match for me? I can take you both out with a hand behind my back."

Arcee glances over at her teammates before she turns and throws a swift kick to Soundwave's side. But Soundwave predicted it and he caught her leg then swung her around to slam her into the rock wall next to them. Arcee fell to the ground as some Energon trickled down her mouth. She felt a bit… spark broken? She's sure she's feeling more than just physical pain. Is she seriously falling for this 'Con?

Soundwave starts to panic a bit when he sees the Energon coming out of her mouth. He didn't mean to slam her that hard. As Arcee begins to get back up his spark breaks as the realization hits him on what he must do next, _I'm so sorry for this my love._ He sends his appendages towards her and shocks her to the point of unconsciousness.

Bulkhead and Bumblebee are busy fighting the Vehicons when they hear Arcee yell. They look over to see her unconscious and Soundwave bending over to pick her up. Adrenalin rushes through them as panic sets in at the thought of losing their teammate and good friend to the Decepticons once again. They kill off all the Vehicons then charge towards Megatron and Soundwave as a portal opens up. Bumblebee heads towards Soundwave as he heads for the portal with Arcee, but Megatron counters 'Bee and stops him by punching him in his side where the wound he received from Arcee is still healing. Bumblebee grabs at his side as he doubles over in pain and Bulkhead comes running past him with his servo transformed into his wrecking ball and aims at the war lord's face. But Megatron catches it and throws the mech with ease into the wall.

Cracks started forming in the rocks as the cave shook. Megatron smirks with triumph as he turns to run into the portal, getting back to his ship. Bulkhead got ready to charge the warlord again but stopped when he felt the shaking. He ran over to Bumblebee and pulled his arm, he practically dragged 'Bee along as they headed for safety. The two makes it out of the cave before it completely collapses but barely, they ended up having to dive out onto the ground just to keep from being crushed by the rocks. They felt grateful to still be alive and out of the cave but spark broken that they couldn't save Arcee. She's once again at the mercy of the Decepticons.

* * *

 **I know it's being a bit repetitive and I'm sorry. But it's for a reason, everything I do in the story is for a reason. She needed to be recaptured in order for me to be able to do what I have planned in future chapters. Also, the original title for this story is No End In Sight and there's a reason it was titled that.**


End file.
